Exhibit 10.5



 Exhibit 10.5 
 FAIRMOUNT BANCORP, INC. 
 EMPLOYEE STOCK OWNERSHIP
PLAN 
 (adopted effective
                    , 2010) 







 FAIRMOUNT BANCORP, INC. 
 EMPLOYEE STOCK OWNERSHIP PLAN 
 This Fairmount
Bancorp, Inc. Employee Stock Ownership Plan (the “Plan”) has been executed on the date set forth below, by Fairmount Bancorp, Inc., (“Company”), a Maryland corporation and the holding company for Fairmount Bank, a federally
chartered stock savings bank. 
 WITNESSETH THAT: 
 WHEREAS, the board of directors of the Company has resolved to adopt an employee stock ownership plan for eligible employees of the
Company and subsidiaries of the Company, if any, in accordance with the terms and conditions set forth herein; 
 NOW,
THEREFORE, the Company hereby adopts the following Plan setting forth the terms and conditions pertaining to contributions by the Employer and the payment of benefits to Participants and Beneficiaries. 
 IN WITNESS WHEREOF, the Company has adopted this Plan and caused this instrument to be executed by its duly authorized officer on the
date set forth below. 
  

					
		 		 	FAIRMOUNT BANCORP, INC.
			
	  
	 		 	  

	Date	 		 	President and Chief Executive Officer

  

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 Table of Contents 
  

					
	 	  	 	  	Page
	Section 1.	  	Plan Identity	  	1
			
	     1.1
	  	Name	  	1
	     1.2
	  	Purpose	  	1
	     1.3
	  	Effective Date	  	1
	     1.4
	  	Fiscal Period	  	1
	     1.5
	  	Single Plan for All Employers	  	1
	     1.6
	  	Interpretation of Provisions	  	1
			
	Section 2.	  	Definitions	  	1
			
	Section 3.	  	Eligibility for Participation	  	9
			
	     3.1
	  	Initial Eligibility	  	9
	     3.2
	  	Definition of Eligibility Year	  	9
	     3.3
	  	Terminated Employees	  	9
	     3.4
	  	Certain Employees Ineligible	  	9
	     3.5
	  	Participation and Reparticipation	  	10
	     3.6
	  	Omission of Eligible Employee	  	10
	     3.7
	  	Inclusion of Ineligible Employee	  	10
	     3.8
	  	Treatment of Qualified Military Service	  	10
			
	Section 4.	  	Contributions and Credits	  	11
			
	     4.1
	  	Discretionary Contributions	  	11
	     4.2
	  	Contributions for Stock Obligations	  	11
	     4.3
	  	Conditions as to Contributions	  	12
	     4.4
	  	Rollover Contributions	  	12
			
	Section 5.	  	Limitations on Contributions and Allocations	  	12
			
	     5.1
	  	Limitation on Annual Additions	  	12
	     5.2
	  	Effect of Limitations	  	14
	     5.3
	  	Limitations as to Certain Participants	  	14
	     5.4
	  	Erroneous Allocations	  	15
			
	Section 6.	  	Trust Fund and Its Investment	  	15
			
	     6.1
	  	Creation of Trust Fund	  	15
	     6.2
	  	Stock Fund and Investment Fund	  	15
	     6.3
	  	Acquisition of Stock	  	15
	     6.4
	  	Participants’ Option to Diversify	  	16
	     6.5
	  	Post-Service Termination Investments	  	17
			
	Section 7.	  	Voting Rights and Dividends on Stock	  	17
			
	     7.1
	  	Voting and Tendering of Stock	  	17
	     7.2
	  	Application of Dividends	  	18
			
	Section 8.	  	Adjustments to Accounts	  	19

  

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	     8.1
	  	ESOP Allocations	  	19
	     8.2
	  	Charges to Accounts	  	20
	     8.3
	  	Stock Fund Account	  	20
	     8.4
	  	Investment Fund Account	  	21
	     8.5
	  	Adjustment to Value of Trust Fund	  	21
	     8.6
	  	Participant Statements	  	21
			
	Section 9.	  	Vesting of Participants’ Interests	  	22
			
	     9.1
	  	Vesting in Accounts	  	22
	     9.2
	  	Computation of Vesting Years	  	22
	     9.3
	  	Full Vesting Upon Certain Events	  	23
	     9.4
	  	Full Vesting Upon Plan Termination	  	24
	     9.5
	  	Forfeiture, Repayment, and Restoral	  	24
	     9.6
	  	Accounting for Forfeitures	  	25
	     9.7
	  	Vesting and Nonforfeitability	  	25
			
	Section 10.	  	Payment of Benefits	  	25
			
	     10.1
	  	Benefits for Participants	  	25
	     10.2
	  	Time for Distribution	  	26
	     10.3
	  	Marital Status	  	31
	     10.4
	  	Delay in Benefit Determination	  	31
	     10.5
	  	Accounting for Benefit Payments	  	31
	     10.6
	  	Options to Receive Stock	  	31
	     10.7
	  	Restrictions on Disposition of Stock	  	32
	     10.8
	  	Continuing Loan Provisions; Creations of Protections and Rights	  	32
	     10.9
	  	Direct Rollover of Eligible Distribution	  	32
	     10.10
	  	Waiver of 30-Day Period After Notice of Distribution	  	33
			
	Section 11.	  	Rules Governing Benefit Claims and Review of Appeals	  	34
			
	     11.1
	  	Claim for Benefits	  	34
	     11.2
	  	Notification by Committee	  	34
	     11.3
	  	Claims Review Procedure	  	34
			
	Section 12.	  	The Committee and its Functions	  	35
			
	     12.1
	  	Authority of Committee	  	35
	     12.2
	  	Identity of Committee	  	35
	     12.3
	  	Duties of Committee	  	35
	     12.4
	  	Valuation of Stock	  	36
	     12.5
	  	Compliance with ERISA	  	36
	     12.6
	  	Action by Committee	  	36
	     12.7
	  	Execution of Documents	  	36
	     12.8
	  	Adoption of Rules	  	36
	     12.9
	  	Responsibilities to Participants	  	36
	     12.10
	  	Alternative Payees in Event of Incapacity	  	36
	     12.11
	  	Indemnification by Employers	  	37
	     12.12
	  	Nonparticipation by Interested Member	  	37
			
	Section 13.	  	Adoption, Amendment, or Termination of the Plan	  	37

  

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	     13.1
	  	Adoption of Plan by Other Employers	  	37
	     13.2
	  	Plan Adoption Subject to Qualification	  	37
	     13.3
	  	Right to Amend or Terminate	  	37
			
	Section 14.	  	Miscellaneous Provisions	  	38
			
	     14.1
	  	Plan Creates No Employment Rights	  	38
	     14.2
	  	Nonassignability of Benefits	  	38
	     14.3
	  	Nonassignability of Benefits	  	38
	     14.4
	  	Treatment of Expenses	  	38
	     14.5
	  	Number and Gender	  	39
	     14.6
	  	Nondiversion of Assets	  	39
	     14.7
	  	Separability of Provisions	  	39
	     14.8
	  	Service of Process	  	39
	     14.9
	  	Governing State Law	  	39
	     14.10
	  	Employer Contributions Conditioned on Deductibility	  	39
	     14.11
	  	Unclaimed Accounts	  	39
	     14.12
	  	Qualified Domestic Relations Order	  	40
	     14.13
	  	Use of Electronic Media to Provide Notices and Make Participant Elections	  	40
			
	Section 15.	  	Top-Heavy Provisions	  	41
			
	     15.1
	  	Top-Heavy Plan	  	41
	     15.2
	  	Definitions	  	41
	     15.3
	  	Top-Heavy Rules of Application	  	42
	     15.4
	  	Minimum Contributions	  	43
	     15.5
	  	Top-Heavy Provisions Control in Top-Heavy Plan	  	43

  

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 FAIRMOUNT BANCORP, INC. 
 EMPLOYEE STOCK OWNERSHIP PLAN 
 Section 1. Plan Identity. 

 1.1 Name. The name of this Plan is “Fairmount Bancorp, Inc. Employee Stock Ownership Plan.”

 1.2 Purpose. The purpose of this Plan is to describe the terms and conditions under which contributions made
pursuant to the Plan will be credited and paid to Participants and Beneficiaries. 
 1.3 Effective Date. The
Effective Date of this Plan is                     , 2010. 
 1.4 Fiscal Period. This Plan shall be operated on the basis of the calendar year for the purpose of keeping the Plan’s books and records and distributing or filing any reports or
returns required by law. [Confirm – 401(k) is on calendar year but bank is on 9/30 fiscal year] 
 1.5 Single
Plan for All Employers. This Plan shall be treated as a single plan with respect to all participating Employers for the purpose of crediting contributions and forfeitures and distributing benefits, determining whether there has been any
termination of Service, and applying the limitations set forth in Section 5. 
 1.6 Interpretation of
Provisions. The Employers intend this Plan and the Trust Agreement to be a qualified stock bonus plan under Section 401(a) of the Code and an employee stock ownership plan within the meaning of Section 407(d)(6) of ERISA and
Section 4975(e)(7) of the Code. The Plan is intended to have its assets invested primarily in qualifying employer securities of one or more Employers within the meaning of Section 407(d)(3) of ERISA, and to satisfy any requirement under
ERISA or the Code applicable to such a plan. Accordingly, the Plan and Trust Agreement shall be interpreted and applied in a manner consistent with this intent and shall be administered at all times and in all respects in a nondiscriminatory manner.

 Section 2. Definitions. 
 The following capitalized words and phrases shall have the meanings specified when used in this Plan and in the Trust Agreement, unless the context clearly indicates otherwise: 
 “Account” means a Participant’s interest in the assets accumulated under this Plan as expressed in terms of a separate
account balance which is periodically adjusted to reflect his Employer’s contributions, the Plan’s investment experience, and distributions and forfeitures. 
 “Active Participant” means a Participant who has satisfied the eligibility requirements under Section 3 and who has at least [1,000 is the maximum, and the provision in the 401(k)
Plan] Hours of Service during the current Plan Year. However, a Participant shall not qualify as an Active Participant unless (i) he is in active Service with an Employer as of the last day of the Plan Year, (ii) he is on a Recognized
Absence as of such date, (iii) his Service terminated during the Plan Year by reason of Disability, death, or Normal Retirement. 
  

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 “Bank” means Fairmount Bank and any entity which succeeds to the business
of Fairmount Bank. 
 “Beneficiary” means the person or persons who are designated by a Participant to receive
benefits payable under the Plan on the Participant’s death. In the absence of any designation or if all the designated Beneficiaries shall die before the Participant dies or shall die before all benefits have been paid, the Participant’s
Beneficiary shall be his surviving Spouse, if any, or his estate if he is not survived by a Spouse. The Committee may rely upon the advice of the Participant’s executor or administrator as to the identity of the Participant’s Spouse.

 “Break in Service” means any Plan Year, or, for the initial eligibility computation period under
Section 3.2, the 12-consecutive month period beginning on the first day of which an Employee has an Hour of Service, in which an Employee has 500 or fewer Hours of Service. Solely for this purpose, an Employee shall be considered employed for
his normal hours of paid employment during a Recognized Absence (said Employee shall not be credited with more than 501 Hours of Service to avoid a Break in Service), unless he does not resume his Service at the end of the Recognized Absence.
Further, if an Employee is absent for any period (i) by reason of the Employee’s pregnancy, (ii) by reason of the birth of the Employee’s child, (iii) by reason of the placement of a child with the Employee in connection
with the Employee’s adoption of the child, or (iv) for purposes of caring for such child for a period beginning immediately after such birth or placement, the Employee shall be credited with the Hours of Service which would normally have
been credited but for such absence, up to a maximum of 501 Hours of Service. Hours of Service shall be credited only in the year in which the absence from work begins, if a Participant would be prevented from incurring a one-year Break in Service in
such year solely because the period of absence is treated as Hours of Service, or in any other case, in the immediately following year. 
 “Code” means the Internal Revenue Code of 1986, as amended. 
 “Committee” means the committee responsible for the administration of this Plan in accordance with Section 12. 
 “Company” means Fairmount Bancorp Inc., the holding company of the Bank, and any successor entity which succeeds to the business of the Company and adopts this Plan as its own pursuant to
Section 13.1 of the Plan. 
 “Disability” means the inability to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. An individual shall not be
considered to be permanently and totally disabled unless he furnishes proof of the existence thereof in such form and manner, and at such times, as the Committee may require. 
 “Eligible Employee” means an Employee, other than an Employee identified in Section 3.4, who has performed 1,000 Hours
of Service in the applicable Eligibility Year in accordance with Section 3.2 and who has attained age 21. 
  

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 “Employee” means any individual who is or has been employed or
self-employed by an Employer. “Employee” also means an individual employed by a leasing organization who, pursuant to an agreement between an Employer and the leasing organization, has performed services for the Employer and any related
persons (within the meaning of Section 414(n)(6) of the Code) on a substantially full-time basis for more than one year, if such services are performed under the primary direction or control of the Employer. However, such a “leased
employee” shall not be considered an Employee if (i) he participates in a money purchase pension plan sponsored by the leasing organization which provides for immediate participation, immediate full vesting, and an annual contribution of
at least 10 percent of the Employee’s 415 Compensation, and (ii) leased employees do not constitute more than 20 percent of the Employer’s total work force (including leased employees, but excluding Highly Compensated Employees and
any other Employees who have not performed services for the Employer on a substantially full-time basis for at least one year). However, “Employee” shall not include any individual who is not reported on the payroll records of the Employer
as a common law employee, regardless of any subsequent determination by a court or governmental agency. 
 “Employer” means the Company or any affiliate within the purview of Section 414(b), (c) or (m) and 415(h) of the Code, any other corporation, partnership, or proprietorship which adopts this Plan with the
Company’s consent pursuant to Section 13.1, and any entity which succeeds to the business of any Employer and adopts the Plan pursuant to Section 13.2. As of the effective date of the Plan, Fairmount Bank is the only Employer other
than the Company. 
 “Entry Date” means the Effective Date of the Plan and the first day of the first, fourth,
seventh and tenth months of each Plan Year after the Effective Date. 
 “ERISA” means the Employee Retirement
Income Security Act of 1974, as amended. 
 “415 Compensation” shall mean: 
 (a) Wages (including overtime pay, bonuses and commissions), as defined in Code Section 3401(a) for purposes of income
tax withholding at the source. 
 (b) Any elective deferral as defined in Code Section 402(g)(3) (any
Employer contributions made on behalf of a Participant to the extent not includible in gross income and any Employer contributions to purchase an annuity contract under Code Section 403(b) under a salary reduction agreement) and any amount
which is contributed or deferred by the Employer at the election of the Participant and which is not includible in gross income of the Participant by reason of Code Section 125 (including any “deemed” Code Section 125
compensation) (Cafeteria Plan), Code Section 457 or 132(f)(4) shall also be included in the definition of 415 Compensation. 
 (c) 415 Compensation may also include the following types of compensation paid after a Participant’s severance from employment with the Employer, provided that amounts described in paragraphs
(i) and (ii) below shall only be included in 415 Compensation to the extent such amounts are paid by the later of 2 1/2 months after severance from employment, or by the end of the limitation year that includes the date of such severance
from employment. 
  

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 (i) Regular Pay. 415 Compensation shall include regular pay after severance
from employment if (a) the payment is for regular compensation for services during the Participant’s regular working hours, or compensation for services outside of the Participant’s regular working hours (such as overtime or shift
differential), commissions, bonuses, or other similar payments, and (b) the payment would have been paid to the Participant prior to severance from employment if the Participant had continued in employment with the Employer. 
 (ii) Leave Cashouts and Deferred Compensation. Leave cashouts shall be included in 415 Compensation if those amounts would
have been included in the definition of 415 Compensation if they were paid prior to the Participant’s severance from employment, and the amounts are payment for unused accrued bona fide sick, vacation or other leave, but only if the Participant
would have been able to use the leave if his employment had continued. In addition, deferred compensation shall be included in 415 Compensation if the compensation would have been included in the definition of 415 Compensation if it had been paid
prior to the Participant’s severance from employment, and the compensation is received pursuant to a nonqualified unfunded deferred compensation plan, but only if the payment would have been paid at the same time if the Participant had
continued in employment with the Employer and only to the extent that the payment is includible in the Participant’s gross income. 
 (iii) Salary Continuation Payments for Qualified Military Service. 415 Compensation does not include payments to an individual who does not currently perform services for the Employer by
reason of Qualified Military Service (as defined in Code Section 414(u)(1)), to the extent that those payments do not exceed the amounts the individual would have received if the individual had continued to perform services for the Employer
rather than entering Qualified Military Service. Notwithstanding the preceding sentence, differential wage payments from the Employer to Participants who are performing Qualified Military Service will be included as 415 Compensation. 
 (iv) Salary Continuation Payments for Participants with a Disability. 415 Compensation does not include compensation paid to
a Participant who has incurred a Disability. 
 (v) “First Few Weeks” Rule. 415 Compensation shall not
include amounts earned but not paid during the limitation year solely because of the timing of the pay periods and pay dates. 
 (d) 415 Compensation in excess of $245,000 (as indexed) shall be disregarded for all Participants. For purposes of this sub-section, the $245,000 limit shall be referred to as the “applicable
limit” for the Plan Year in question. The $245,000 limit shall be adjusted for increases in the cost of living in accordance with Section 401(a)(17)(B) of the Code, effective for the Plan Year which begins within the applicable calendar
year. For purposes of the applicable limit, 415 Compensation shall be prorated over short Plan

  

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Years and only compensation for the portion of the Plan Year during which the individual was a Participant shall be taken into account. 
 “Highly Compensated Employee” for any Plan Year means an Employee who, during either that or the immediately preceding Plan
Year was at any time a five percent owner of the Employer (as defined in Code Section 416(i)(1)) or, during the immediately preceding Plan Year, had 415 Compensation exceeding $110,000 (the limit for 2009, which determines Highly Compensated
Employees for 2010) and was among the most highly compensated one-fifth of all Employees (the $110,000 amount is adjusted at the same time and in the same manner as under Code Section 415(d). For these purposes, “the most highly
compensated one-fifth of all Employees” shall be determined by taking into account all individuals working for all related Employer entities described in the definition of “Service,” but excluding any individual who has not completed
six months of Service, who normally works fewer than 17 1/2 hours per week or in fewer than six months per year, who has not reached age 21, whose employment is covered by a collective bargaining agreement, or who is a nonresident alien who receives
no earned income from United States sources. The applicable year for which a determination is being made is called a “determination year” and the preceding 12-month period is called a look-back year. 
 “Hours of Service” means hours to be credited to an Employee under the following rules: 
 (a) Each hour for which an Employee is paid or is entitled to be paid for services to an Employer is an Hour of Service.

 (b) Each hour for which an Employee is directly or indirectly paid or is entitled to be paid for a period of
vacation, holidays, illness, disability, lay-off, jury duty, temporary military duty, or leave of absence is an Hour of Service. However, except as otherwise specifically provided, no more than 501 Hours of Service shall be credited for any single
continuous period which an Employee performs no duties. No more than 501 Hours of Service will be credited under this paragraph for any single continuous period (whether or not such period occurs in a single computation period). Further, no Hours of
Service shall be credited on account of payments made solely under a plan maintained to comply with worker’s compensation, unemployment compensation, or disability insurance laws, or to reimburse an Employee for medical expenses. 
 (c) Each hour for which back pay (ignoring any mitigation of damages) is either awarded or agreed to by an Employer is an
Hour of Service. However, no more than 501 Hours of Service shall be credited for any single continuous period during which an Employee would not have performed any duties. The same Hours of Service will not be credited both under paragraph
(a) or (b) as the case may be, and under this paragraph (c). These hours will be credited to the employee for the computation period or periods to which the award or agreement pertains rather than the computation period in which the award
agreement or payment is made. 
  

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 (d) Hours of Service shall be credited in any one period only under one of
the foregoing paragraphs (a), (b) and (c); an Employee may not get double credit for the same period. 
 (e)
If an Employer finds it impractical to count the actual Hours of Service for any class or group of non-hourly Employees, each Employee in that class or group shall be credited with one of the following, in the discretion of the Plan Administrator:
(1) 190 Hours of Services for each month in which he has at lest one hour of service; (3) 95 Hours of Service for each semi-monthly pay period in which he has at least one hour of service; (3) 90 Hours of Service for each bi-weekly
pay period in which he has at least one hour of service; (4) 45 Hours of Services for each weekly pay period in which he has at least one hour of service; or (5) 10 Hours of Service for each for each day in which he has at least one hour
of service. However, an Employee shall be credited only for his normal working hours during a paid absence. 
 (f) Hours of Service to be credited on account of a payment to an Employee (including back pay) shall be recorded in the period of Service for which the payment was made. If the period overlaps two or more Plan Years, the Hours of Service
credit shall be allocated in proportion to the respective portions of the period included in the several Plan Years. However, in the case of periods of 31 days or less, the Administrator may apply a uniform policy of crediting the Hours of Service
to either the first Plan Year or the second. 
 (g) In all respects an Employee’s Hours of Service shall be
counted as required by Section 2530.200b-2(b) and (c) of the Department of Labor’s regulations under Title I of ERISA. 
 “Investment Fund” means that portion of the Trust Fund consisting of assets other than Stock. Notwithstanding the above, assets from the Investment Fund may be used to purchase Stock in the open market or otherwise, or used
to pay on the Stock Obligation, and shares so purchased will be allocated to a Participant’s Stock Fund. 
 “Normal
Retirement” means retirement on or after the Participant’s Normal Retirement Date. 
 “Normal Retirement Date” means the Participant’s 65th birthday. 
 “Participant” means any Eligible Employee who is an
Active Participant participating in the Plan, or Eligible Employee or former Employee who was previously an Active Participant and still has a balance credited to his Account. 
 “Plan Administrator” means the Committee. 
 “Plan Compensation” means all remuneration received by an Employee for services performed for the Employer that is required to be reported on Form W-2. Compensation shall include any
amount deferred under a salary deferral agreement which is not includible in the gross income of a Participant under [Code Section 125 in connection with a cafeteria plan] Code Section 402(e)(3) in connection with a cash or deferred
plan, Code Section 402(h)(1)(B) in

  

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connection with a Simplified Employee Pension Plan, and Code Section 403(b) in connection with a tax-sheltered annuity plan. A Participant’s wages include all remuneration paid to an
Employee by the Employer (in the course of the Employer’s trade or business) for which the Employer is required to furnish the Employee a written statement under Code Sections 6041(d), 6051(a)(3) and 6052. Such amount must be determined without
regard to any rules that limit the remuneration included in wages based on the nature or location of the employment or the services performed. For Limitation years beginning after December 31, 1997, for purposes of applying the limitations of
this paragraph, compensation paid or made available during such Limitation year shall include any elective deferral [as defined in Code Section 402(g)(3)] or Roth elective deferrals, and any amount which is contributed or deferred by the
Employer at the election of the Employee and which is not includible in the gross income o the Employee by reasons of Code Sections [125], 132(f)(4), 402(e)(3), 402(h)(1), 403(b), or 457. Plan Compensation in excess of $245,000 (as indexed
pursuant to Section 401(a)(17)(B) of the Code) shall be disregarded for all Participants. For purposes of the limit in the preceding sentence, Plan Compensation shall be prorated over short Plan Years, and only compensation for the portion of
the Plan Year during which the individual was a Participant shall be taken into account. 
 “Plan Year” means
the twelve-month period commencing January 1 and ending December 31 and each period of 12 consecutive months beginning on January 1 of each succeeding year. 
 “Qualified Military Service” means any period of duty on a voluntary or involuntary basis in the United States Armed
Forces, the Army National Guard and Air National Guard when engaged in active duty for training, inactive duty for training or full-time National Guard duty, the commissioned corps of the Public Health Service and any other category of persons
designated by the President of the United States in time of war or emergency. Such periods of duty shall include active duty, active duty for training, initial active duty for training, inactive duty training, full-time National Guard duty and
absence from employment for an examination to determine fitness for such duty. 
 “Recognized Absence” means a
period for which — 
 (a) an Employer grants an Employee a leave of absence for a limited period, but only
if an Employer grants such leave on a nondiscriminatory basis; or 
 (b) an Employee is temporarily laid off by
an Employer because of a change in business conditions; or 
 (c) an Employee is on Qualified Military Service.

 “Service” means an Employee’s period(s) of employment or self-employment with an Employer, excluding
for initial eligibility purposes any period in which the individual was a nonresident alien and did not receive from an Employer any earned income which constituted income from sources within the United States. An Employee’s Service shall
include any Service which constitutes Service with a predecessor Employer within the meaning of Section 414(a) of the Code, provided, however, that Service with an acquired entity shall not be considered Service under the Plan unless required
by applicable law or agreed to by the parties to such transaction. 
  

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 An Employee’s Service shall also include any Service with an entity which is not an
Employer, but only either (i) in which the other entity is a member of a controlled group of corporations or is under common control with other trades and businesses within the meaning of Section 414(b) or 414(c) of the Code, and a member
of the controlled group or one of the trades and businesses is an Employer, (ii) in which the other entity is a member of an affiliated service group within the meaning of Section 414(m) of the Code, and a member of the affiliated service
group is an Employer, or (iii) all Employers aggregated with the Employer under Section 414(o) of the Code. Notwithstanding any provision of this Plan to the contrary, contributions, benefits and service credit with respect to Qualified
Military Service will be provided in accordance with Section 414(u) of the Code. 
 “Spouse” means the
individual, if any, who is the opposite sex of a Participant and to whom a Participant is lawfully married on the date benefit payments to the Participant are to begin, or on the date of the Participant’s death, if earlier. A former Spouse
shall be treated as the Spouse or surviving Spouse to the extent provided under a qualified domestic relations order as described in section 414(p) of the Code. 
 “Stock” means shares of the Company’s voting common stock or preferred stock meeting the requirements of Section 409(e)(3) of the Code issued by an Employer which is a member of
the same controlled group of corporations within the meaning of Code Section 414(b). The term “Stock” shall include fractional shares, unless the context clearly indicates otherwise. 
 “Stock Fund” means that portion of the Trust Fund consisting of Stock. 
 “Stock Obligation” means an indebtedness arising from any extension of credit to the Plan or the Trust which satisfies the
requirements set forth in Section 6.3 and which was obtained for any or all of the following purposes: 
  

	 	(i)	to acquire qualifying Employer securities as defined in Treasury Regulations § 54.4975-12; 

  

	 	(ii)	to repay such Stock Obligation; or 

  

	 	(iii)	to repay a prior exempt loan. 

 “Trust” or “Trust Fund” means the trust fund created under this Plan. 
 “Trust
Agreement” means the agreement between the Company and the Trustee concerning the Trust Fund. If any assets of the Trust Fund are held in a co-mingled trust fund with assets of other qualified retirement plans, “Trust Agreement”
shall be deemed to include the trust agreement governing that co-mingled trust fund. With respect to the allocation of investment responsibility for the assets of the Trust Fund, the provisions of Article II of the Trust Agreement are incorporated
herein by reference. 
 “Trustee” means one or more corporate persons or individuals selected from time to time
by the Company to serve as trustee or co-trustees of the Trust Fund. 
  

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 “Unallocated Stock Fund” means that portion of the Stock Fund consisting of
the Plan’s holding of Stock which has been acquired in exchange for one or more Stock Obligations and which has not yet been allocated to the Participant’s Accounts in accordance with Section 4.2. 
 “Valuation Date” means, for so long as there is a generally-recognized market for the Stock, each business day. If at any
time there shall be no generally-recognized market for the Stock, then “Valuation Date” shall mean the last day of the Plan Year and each other date as of which the Committee shall determine the investment experience of the Investment Fund
and adjust the Participants’ Accounts accordingly. 
 “Valuation Period” means the period following a
Valuation Date and ending with the next Valuation Date. 
 “Vesting Year” means a unit of Service credited to a
Participant pursuant to Section 9.2 for purposes of determining his vested interest in his Account. 
 Section 3. Eligibility for
Participation. 
 3.1 Initial Eligibility. An Eligible Employee shall enter the Plan as of the Entry
Date coincident with or next following the last day of the Eligible Employee’s first Eligibility Year and attainment of age 21. 
 3.2 Definition of Eligibility Year. “Eligibility Year” means an applicable eligibility period (as defined below) in which the Eligible Employee has completed 1,000 Hours of Service for the Employer. For this purpose:

 (i) an Eligible Employee’s first “eligibility period” is the 12-consecutive month period
beginning on the first day on which he has an Hour of Service, and 
 (ii) his subsequent eligibility periods
will be 12-consecutive month periods beginning on each January 1 after that first day of Service. 
 3.3
Terminated Employees. No Employee shall have any interest or rights under this Plan if he is never in active Service with an Employer on or after the Effective Date. 
 3.4 Certain Employees Ineligible. 
 3.4-1. No Employee shall participate in the Plan while his Service is covered by a collective bargaining agreement between an
Employer and the Employee’s collective bargaining representative if (i) retirement benefits have been the subject of good faith bargaining between the Employer and the representative and (ii) the collective bargaining agreement does
not provide for the Employee’s participation in the Plan. 
 3.4-2. Leased Employees are not eligible to
participate in the Plan. 
  

 9 








 3.4-3. Employees who are nonresident aliens with no earned income (within
the meaning of Code Section 911(d)(2)) from the Employer which constitutes income from sources within the United States (within the meaning of Code Section 861(a)(3)). 
 3.4-4. An Eligible Employee may elect not to participate in the Plan, provided, however, such election is made solely to meet
the requirements of Code Section 409(n). For an election to be effective for a particular Plan Year, the Eligible Employee or Participant must file the election in writing with the Plan Administrator no later than the last day of the Plan Year
for which the election is to be effective. The Employer may not make a contribution under the Plan for the Eligible Employee or for the Participant for the Plan Year for which the election is effective, nor for any succeeding Plan Year, unless the
Eligible Employee or Participant re-elects to participate in the Plan. The Eligible Employee or Participant may elect again not to participate, but not earlier than the first Plan Year following the Plan Year in which the re-election was first
effective. 
 3.5 Participation and Reparticipation. Subject to the satisfaction of the foregoing requirements, an
Eligible Employee shall participate in the Plan during each period of his Service from the date on which he first becomes eligible until his termination. For this purpose, an Eligible Employee who returns before five (5) consecutive one year
Breaks in Service who previously satisfied the initial eligibility requirements or who returns after five (5) consecutive one year Breaks in Service with a vested Account balance in the Plan shall re-enter the Plan as of the date of his return
to Service with an Employer. 
 3.6 Omission of Eligible Employee. If, in any Plan Year, any Eligible Employee who
should be included as a Participant in the Plan is erroneously omitted and discovery of such omission is not made until after a contribution by his Employer for the year has been made, the Employer shall make a subsequent contribution with respect
to the omitted Eligible Employee in the amount which the said Employer would have contributed regardless of whether or not it is deductible in whole or in part in any taxable year under applicable provisions of the Code. 
 3.7 Inclusion of Ineligible Employee. If, in any Plan Year, any person who should not have been included as a Participant in
the Plan is erroneously included and discovery of such incorrect inclusion is not made until after a contribution for the year has been made, the Employer shall not be entitled to recover the contribution made with respect to the ineligible person
regardless of whether or not a deduction is allowable with respect to such contribution. In such event, the amount contributed with respect to the ineligible person shall constitute a forfeiture for the fiscal year in which the discovery is made.
Any person who, after the close of a Plan Year, is retroactively treated by the Company, an affiliated company or any other party as an Employee for such prior Plan Year shall not, for purposes of the Plan, be considered an Employee for such prior
Plan Year unless expressly so treated as such by the Company. 
 3.8 Treatment of Qualified Military Service.
Notwithstanding any provision of this Plan to the contrary, contributions, benefits, and service credit with respect to Qualified Military Service will be provided in accordance with Code Section 414(u). 
  

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 Section 4. Contributions and Credits. 
 4.1 Discretionary Contributions 
 4.1-1. The Employer shall from time to time contribute, with respect to a Plan Year, such amounts as it may determine from time to time. The Employer shall have no obligation to contribute any amount
under this Plan except as so determined in its sole discretion. The Employer’s contributions and available forfeitures for a Plan Year shall be credited as of the last day of the year to the Accounts of the Active Participants in the manner set
forth in Section 8.1-2. 
 4.1-2. Upon a Participant’s reemployment after performing Qualified Military
Service, the Employer shall make an additional contribution on behalf of such Participant that would have been made on his or her behalf during the Plan Year or Years corresponding to the Participant’s Qualified Military Service. 
 4.2 Contributions for Stock Obligations. If the Trustee, upon instructions from the Committee, incurs any Stock Obligation
upon the purchase of Stock, the Employer may contribute for each Plan Year an amount sufficient to cover all payments of principal and interest as they come due under the terms of the Stock Obligation. If there is more than one Stock Obligation, the
Employer shall designate the one to which any contribution is to be applied. Investment earnings realized on Employer contributions and any dividends paid by the Employer on Stock held in the Unallocated Stock Account, shall be applied to the Stock
Obligation related to that Stock, subject to Section 7.2. 
 In each Plan Year in which Employer contributions, earnings on
contributions, or dividends on Stock in the Unallocated Stock Fund are used as payments under a Stock Obligation, a certain number of shares of the Stock acquired with that Stock Obligation which is then held in the Unallocated Stock Fund shall be
released for allocation among the Participants. The number of shares released shall bear the same ratio to the total number of those shares then held in the Unallocated Stock Fund (prior to the release) as (i) the principal and interest
payments made on the Stock Obligation in the current Plan Year bears to (ii) the sum of (i) above, and the remaining principal and interest payments required (or projected to be required on the basis of the interest rate in effect at the
end of the Plan Year) to satisfy the Stock Obligation. 
 At the direction of the Committee, the current and projected payments
of interest under a Stock Obligation may be ignored in calculating the number of shares to be released in each year if (i) the Stock Obligation provides for annual payments of principal and interest at a cumulative rate that is not less rapid
at any time than level annual payments of such amounts for 10 years, (ii) the interest included in any payment is ignored only to the extent that it would be determined to be interest under standard loan amortization tables, and (iii) the
term of the Stock Obligation, by reason of renewal, extension, or refinancing, has not exceeded 10 years from the original acquisition of the Stock. 
  

 11 








 4.3 Conditions as to Contributions. Employers’ contributions shall in all
events be subject to the limitations set forth in Section 5. Contributions may be made in the form of cash, or securities and other property to the extent permissible under ERISA, including Stock, and shall be held by the Trustee in accordance
with the Trust Agreement. In addition to the provisions of Section 13.3 for the return of an Employer’s contributions in connection with a failure of the Plan to qualify initially under the Code, any amount contributed by an Employer due
to a good faith mistake of fact, or based upon a good faith but erroneous determination of its deductibility under Section 404 of the Code, shall be returned to the Employer within one year after the date on which the contribution was
originally made, or within one year after its nondeductibility has been finally determined. However, the amount to be returned shall be reduced to take account of any adverse investment experience within the Trust Fund in order that the balance
credited to each Participant’s Account is not less that it would have been if the contribution had never been made. 
 4.4
Rollover Contributions This Plan shall not accept a direct rollover or rollover contribution of an “eligible rollover distribution” as such term is defined in Section 10.9-1 of the Plan. 
 Section 5. Limitations on Contributions and Allocations. 
 5.1 Limitation on Annual Additions. Notwithstanding anything herein to the contrary, allocation of Employer contributions for any Plan Year shall be subject to the following: 
 5.1-1 If allocation of Employer contributions in accordance with Section 4.1 will result in an allocation of more than
one-third the total contributions for a Plan Year to the Accounts of Highly Compensated Employees, then allocation of such amount shall be adjusted so that such excess will not occur. 
 5.1-2 After adjustment, if any, required by the preceding paragraph, the annual additions during any Plan Year to any
Participant’s Account under this and any other defined contribution plans maintained by the Employer or an affiliate (within the purview of Section 414(b), (c) and (m) and Section 415(h) of the Code, which affiliate shall be
deemed the Employer for this purpose) shall not exceed the lesser of $49,000 (or such other dollar amount which results from cost-of-living adjustments under Section 415(d) of the Code) (the “dollar limitation”) or 100 percent of the
Participant’s 415 Compensation for such limitation year (the “percentage limitation”). In the event Stock is released from the Unallocated Stock Fund and allocated to a Participant’s account for a particular Plan Year, the
Employer may determine for such year that an annual addition shall be calculated on the basis of the fair market value of the Stock so released and allocated (such fair market value to be based on the valuation as of the Valuation Date immediately
preceding the Plan Year in respect of which the release and allocation are made) if the annual addition, as so calculated, is lower than the annual addition calculated on the basis of Employer contributions. The percentage limitation shall not apply
to any contribution for medical benefits after severance from employment (within the meaning of Section 401(h) or Section 419A(f)(2) of the Code) which is otherwise treated as an annual addition. If, as a result of the allocation of
forfeitures, a reasonable error in

  

 12 








 
estimating a Participant’s annual compensation, a reasonable error in determining the amount of elective deferrals (within the meaning of Code Section 402(g)(3)) that may be made with
respect to any individual under the limits of Code Section 415, or under other limited facts and circumstances that the Commissioner of the Internal Revenue Service finds justify the availability of the rules set forth in this paragraph, the
annual additions under the terms of the Plan for a particular Participant would cause the limitations of Code Section 415 applicable to that Participant for the limitation year to be exceeded, the Plan may only correct such excess in accordance
with the Employee Plans Compliance Resolution System (EPCRS) as set forth in Revenue Procedure 2008-50 or any subsequent guidance. 
 5.1-3 For purposes of this Section 5.1, the “annual addition” to a Participant’s Accounts means the sum of (i) Employer contributions, (ii) Employee contributions, if any,
and (iii) forfeitures. For these purposes, annual additions to a defined contribution plan shall not include the allocation of the excess amounts remaining in the Unallocated Stock Fund subsequent to a sale of stock from such fund in accordance
with a transaction described in Section 8.1 of the Plan. Notwithstanding the foregoing, “annual additions” shall not include a restorative payment in accordance with Treasury Regulation Section 1.415(c)-1(b)(2)(C) that is made to
restore losses to the Plan resulting from actions by a fiduciary for which there is a reasonable risk of liability for breach of fiduciary duty under ERISA or other applicable federal and state law. 
 5.1-4 Notwithstanding the foregoing, if no more than one-third of the Employer contributions to the Plan for a year which are
deductible under Section 404(a)(9) of the Code are allocated to Highly Compensated Employees (within the meaning of Section 414(q) of the Internal Revenue Code), the limitations imposed herein shall not apply to: 
 (i) forfeitures of Employer securities (within the meaning of Section 409 of the Code) under the Plan if such securities
were acquired with the proceeds of a loan described in Section 404(a)(9)(A) of the Code), or 
 (ii)
Employer contributions to the Plan which are deductible under Section 404(a)(9)(B) and charged against a Participant’s Account. 
 5.1-5 If the Employer contributes amounts, on behalf of Eligible Employees covered by this Plan, to other “defined contribution plans” as defined in Section 3(34) of ERISA, the limitation
on annual additions provided in this Section shall be applied to annual additions in the aggregate to this Plan and to such other plans. Reduction of annual additions, where required, shall be accomplished first by reductions under such other plan
pursuant to the directions of the named fiduciary for administration of such other plans or under priorities, if any, established under the terms of such other plans and then by allocating any remaining excess for this Plan in the manner and
priority set out above with respect to this Plan. 
 5.1-6 A “limitation year” shall mean each 12
consecutive month period ending on December 31. 
  

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 5.2 Effect of Limitations. The Committee shall take whatever action may be
necessary from time to time to assure compliance with the limitations set forth in Section 5.1. Specifically, the Committee shall see that each Employer restricts its contributions for any Plan Year to an amount which, taking into account the amount
of available forfeitures, may be completely allocated to the Participants consistent with those limitations. Where the limitations would otherwise be exceeded by any Participant, further allocations to the Participant shall be curtailed to the
extent necessary to satisfy the limitations. Where an excessive amount is contributed on account of a mistake as to one or more Participants’ compensation, or there is an amount of forfeitures which may not be credited in the Plan Year in which
it becomes available, the amount shall be corrected in accordance with Section 5.1-2 of the Plan. If it is determined at any time that the Committee and/or Trustee has erred in accepting and allocating any contributions or forfeitures under this
Plan, or in allocating net gain or loss pursuant to Sections 8.2 and 8.3, then the Committee, in a uniform and nondiscriminatory manner, shall determine the manner in which such error shall be corrected and shall promptly advise the Trustee in
writing of such error and of the method for correcting such error. The Accounts of any or all Participants may be revised, if necessary, in order to correct such error. 
 5.3 Limitations as to Certain Participants. Aside from the limitations set forth in Section 5.1, if the Plan acquires any Stock in a transaction as to which a selling shareholder or the
estate of a deceased shareholder is claiming the benefit of Section 1042 of the Code, the Committee shall see that none of such Stock, and no other assets in lieu of such Stock, are allocated to the Accounts of certain Participants in order to
comply with Section 409(n) of the Code. 
 This restriction shall apply at all times to a Participant who owns (taking into
account the attribution rules under Section 318(a) of the Code, without regard to the exception for employee plan trusts in Section 318(a)(2)(B)(i)) more than 25 percent of any class of stock of a corporation which issued the Stock acquired by the
Plan, or another corporation within the same controlled group, as defined in Section 409(l)(4) of the Code (any such class of stock hereafter called a “Related Class”). For this purpose, a Participant who owns more than 25 percent of any
Related Class at any time within the one year preceding the Plan’s purchase of the Stock shall be subject to the restriction as to all allocations of the Stock, but any other Participant shall be subject to the restriction only as to
allocations which occur at a time when he owns more than 25 percent of any Related Class. 
 Further, this restriction shall
apply to the selling shareholder claiming the benefit of Section 1042 and any other Participant who is related to such a shareholder within the meaning of Section 267(b) of the Code, during the period beginning on the date of sale and ending on the
later of (1) the date that is ten years after the date of sale, or (2) the date of the Plan allocation attributable to the final payment of acquisition indebtedness incurred in connection with the sale. 
 This restriction shall not apply to any Participant who is a lineal descendant of a selling shareholder if the aggregate amounts allocated
under the Plan for the benefit of all such descendants do not exceed five percent of the Stock acquired from the shareholder. 
  

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 5.4 Erroneous Allocations. No Participant shall be entitled to any
annual additions or other allocations to his Account in excess of those permitted under Section 5. If it is determined at any time that the Plan Administrator and/or Trustee have erred in accepting and allocating any contributions or forfeitures
under this Plan, or in allocating investment adjustments, or in excluding or including any person as a Participant, then the Plan Administrator, in a uniform and nondiscriminatory manner, shall determine the manner in which such error shall be
corrected, after taking into consideration Sections 3.6 and 3.7 and any revenue procedure or other notice published by the Internal Revenue Service regarding permissible correction methods, if applicable, and shall promptly advise the Trustee in
writing of such error and of the method for correcting such error. The Accounts of any or all Participants may be revised, if necessary, in order to correct such error. 
 Section 6. Trust Fund and Its Investment. 
 6.1 Creation of Trust
Fund. All amounts received under the Plan from Employers and investments shall be held as the Trust Fund pursuant to the terms of this Plan and of the Trust Agreement between the Company and the Trustee. The benefits described in this Plan
shall be payable only from the assets of the Trust Fund, and none of the Company, any other Employer, its board of directors or trustees, its stockholders, its officers, its employees, the Committee, and the Trustee shall be liable for payment of
any benefit under this Plan except from the Trust Fund. 
 6.2 Stock Fund and Investment Fund. The Trust Fund held
by the Trustee shall be divided into the Stock Fund, consisting entirely of Stock, and the Investment Fund, consisting of all assets of the Trust other than Stock. The Trustee shall have no investment responsibility for the Stock Fund, but shall
accept any Employer contributions made in the form of Stock, and shall acquire, sell, exchange, distribute, and otherwise deal with and dispose of Stock in accordance with the instructions of the Committee. The Trustee shall have full responsibility
for the investment of the Investment Fund, except to the extent such responsibility may be delegated from time to time to one or more investment managers pursuant to Section 2.3 of the Trust Agreement, or to the extent the Committee directs the
Trustee to purchase Stock with the assets in the Investment Fund. 
 6.3 Acquisition of Stock. From time to time
the Committee may, in its sole discretion, direct the Trustee to acquire Stock from the issuing Employer or from shareholders, including shareholders who are or have been Employees, Participants, or fiduciaries with respect to the Plan. The Trustee
shall pay for such Stock no more than its fair market value, which shall be determined conclusively by the Committee pursuant to Section 12.4. The Committee may direct the Trustee to finance the acquisition of Stock by incurring or assuming
indebtedness to the seller or another party, which indebtedness shall be called a “Stock Obligation.” The term “Stock Obligation” shall refer to a loan made to the Plan by a disqualified person within the meaning of Section
4975(e)(2) of the Code, or a loan to the Plan which is guaranteed by a disqualified person. A Stock Obligation includes a direct loan of cash, a purchase-money transaction, and an assumption of an obligation of a tax-qualified employee stock
ownership plan under Section 4975(e)(7) of the Code (“ESOP”). For these purposes, the term “guarantee” shall include an unsecured guarantee and the use of assets of a disqualified person as collateral for a loan, even though the
use of assets may not be a guarantee under applicable state law. An

  

 15 








 
amendment of a Stock Obligation in order to qualify as an “exempt loan” is not a refinancing of the Stock Obligation or the making of another Stock Obligation. The term “exempt
loan” refers to a loan that is primarily for the benefit of the Plan participants and their beneficiaries and that satisfies the provisions of this paragraph. A “non-exempt loan” fails to satisfy this paragraph. Any Stock Obligation
shall be subject to the following conditions and limitations: 
 6.3-1 A Stock Obligation shall be for a specific
term, shall not be payable on demand except in the event of default, and shall bear a reasonable rate of interest. 
 6.3-2 A Stock Obligation may, but need not, be secured by a collateral pledge of either the Stock acquired in exchange for the Stock Obligation, or the Stock previously pledged in connection with a prior Stock Obligation which is being
repaid with the proceeds of the current Stock Obligation. No other assets of the Plan and Trust may be used as collateral for a Stock Obligation, and no creditor under a Stock Obligation shall have any right or recourse to any Plan and Trust assets
other than Stock remaining subject to a collateral pledge. 
 6.3-3 Any pledge of Stock to secure a Stock
Obligation must provide for the release of pledged Stock in connection with payments on the Stock obligations in the ratio prescribed in Section 4.2. 
 6.3-4 Repayments of principal and interest on any Stock Obligation shall be made by the Trustee only from Employer cash contributions designated for such payments, from earnings on such contributions, and
from cash dividends received on Stock, in the last case, however, subject to the further requirements of Section 7.2. The payment on the Stock Obligation during the Plan Year must not exceed an amount equal to the sum of contributions and earnings
received during such year or prior to such year, less such payments in prior years. Such contributions and earnings must be accounted for separately in the books and accounts of the Plan until the Stock Obligation is fully repaid. 
 6.3-5 In the event of default of a Stock Obligation, the value of Plan assets transferred in satisfaction of the Stock
Obligation must not exceed the amount of the default. If the lender is a disqualified person within the meaning of Section 4975 of the Code, a Stock Obligation must provide for a transfer of Plan assets upon default only upon and to the extent of
the failure of the Plan to meet the payment schedule of said Stock Obligation. For purposes of this paragraph, the making of a guarantee does not make a person a lender. 
 6.4 Participants’ Option to Diversify. The Committee shall provide for a procedure under which each Participant may, during the qualified election period, elect to “diversify”
a portion of the Employer Stock allocated to his Account, as provided in Section 401(a)(28)(B) of the Code. An election to diversify must be made on the prescribed form and filed with the Committee within the period specified herein. For each of the
first five (5) Plan years in the qualified election period, the Participant may elect to diversify an amount which does not exceed 25% of the number of shares allocated to his Account since the inception of the Plan, less all shares with respect to
which an election under this Section has already been made. For the last year of the qualified election period, the Participant may elect to have up to 50 percent of the

  

 16 








 
value of his Account committed to other investments, less all shares with respect to which an election under this Section has already been made. The term “qualified election
period” shall mean the six (6) Plan Year period beginning with the first Plan Year in which a Participant has both attained age 55 and completed 10 years of participation in the Plan. A Participant’s election to diversify his Account may
be made within each year of the qualified election period and shall continue for the 90-day period immediately following the last day of each year in the qualified election period. Once a Participant makes such election, the Plan must complete
diversification in accordance with such election within 90 days after the end of the period during which the election could be made for the Plan Year. In the discretion of the Committee, the Plan may satisfy the diversification requirement by any of
the following methods: 
 6.4-1 The Plan may distribute all or part of the amount subject to the diversification
election. 
 6.4-2 The Plan may offer the Participant at least three other distinct investment options, if
available under the Plan. The other investment options shall be designed to satisfy the requirements of Regulations under Section 404(c) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). 
 6.4-3 The Plan may transfer the portion of the Participant’s Account subject to the diversification election to another
qualified defined contribution plan of the Employer that offers at least three investment options satisfying the requirements of the Regulations under Section 404(c) of ERISA, such as the Fairmount Bank 401(k) Plan. 
 6.5 Post-Service Investments. If any part of a Participant’s Account is retained in the Trust after his Service ends, his
Accounts will continue to be treated as described in Section 8. However, unless the Participant was an Active Participant during a portion of the Plan Year at issue, such Accounts shall not be credited with any additional contributions. The
Committee may determine (based upon a nondiscriminatory policy) that the Accounts of former Employees will be diversified and invested in assets other than Stock. 
 Section 7. Voting Rights and Dividends on Stock. 
 7.1 Voting and
Tendering of Stock. 
 7.1-1. The Trustee generally shall vote all shares of Stock held under the Plan in
accordance with the written instructions of the Committee. However, if any Employer has a registration-type class of securities within the meaning of Section 409(e)(4) of the Code, or if a matter submitted to the holders of the Stock involves a
merger, consolidation, recapitalization, reclassification, liquidation, dissolution, or sale of substantially all assets of an entity, then (i) the shares of Stock which have been allocated to Participants’ Accounts shall be voted by the
Trustee in accordance with the Participants’ written instructions, and (ii) the Trustee shall vote any unallocated Stock, allocated Stock for which it has received no voting instructions, and Stock for which Participants vote to
“abstain,” in the same proportions as it votes the allocated Stock for which it has received instructions from Participants. In the event no shares of Stock have been allocated to Participants’ Accounts at the time Stock is to be
voted and any exempt

  

 17 








 
loan which may be outstanding is not in default, each Participant shall be deemed to have one share of Stock allocated to his or her Account, for the sole purpose of providing the Trustee with
voting instructions. 
 Notwithstanding any provision hereunder to the contrary, all unallocated shares of Stock must be voted
by the Trustee in a manner determined by the Trustee to be for the exclusive benefit of the Participants and Beneficiaries. Whenever such voting rights are to be exercised, the Employers shall provide the Trustee, in a timely manner, with the same
notices and other materials as are provided to other holders of the Stock, which the Trustee shall distribute to the Participants. The Participants shall be provided with adequate opportunity to deliver their instructions to the Trustee regarding
the voting of Stock allocated to their Accounts. The instructions of the Participants’ with respect to the voting of allocated shares hereunder shall be confidential. 
 7.1-2 In the event of a tender offer, Stock shall be tendered by the Trustee in the same manner as set forth above in Section
7.1-1 with respect to the voting of Stock. Notwithstanding any provision hereunder to the contrary, Stock must be tendered by the Trustee in a manner determined by the Trustee to be for the exclusive benefit of the Participants and Beneficiaries.

 7.2 Application of Dividends. 
 7.2-1 Stock Dividends. Stock Dividends that are received by the Trustee in the form of additional Stock shall be
retained in the Stock Fund, and shall be allocated among the Participants’ Accounts and the Unallocated Stock Fund in accordance with their holdings of the Stock on which the dividends are paid. 
 7.2-2 Cash Dividends. The treatment of dividends paid in cash shall be determined after consideration to whether the
cash dividends are paid on Stock held in Participants’ Accounts or the Unallocated Stock Fund. 
 (i) On
Stock in Participants’ Accounts. (A) Employer Exercises Discretion. Dividends on Stock credited to Participants’ Accounts which are received by the Trustee in the form of cash shall, at the direction of the Employer paying the
dividends, either (i) be credited to the Accounts in accordance with Section 8.4(c) and invested as part of the Investment Fund; (ii) be distributed immediately to the Participants in proportion with the Participants’ Stock Fund Account
balance; (iii) be distributed to the Participants within 90 days of the close of the Plan Year in which paid in proportion with the Participants’ Stock Fund Account balance; or (iv) be used to make payments on the Stock Obligation. If dividends
on Stock allocated to a Participant’s Account are used to repay the Stock Obligation, Stock with a fair market value equal to the dividends so used must be allocated to such Participant’s Account in lieu of the dividends. 
 (B) Participant Exercises Discretion over Dividend. In addition, in the sole discretion of the Employer, the Employer
may grant Participants the right to elect: (I) to have cash dividends paid on shares of Stock credited to such Participants’

  

 18 








 
Stock Fund Accounts distributed to the Participant, or (II) to leave the cash dividends allocated to the Participant’s Account in the Plan, to be credited to the Stock Fund Account
and invested in shares of Stock. Dividends on which such election may be made will be fully vested in the Participant (even if not otherwise vested, absent the ability to make such election). Accordingly, the Employer may choose to offer this
election only to Participants who are fully vested in their Account. In the event the Employer elects to give Participants the right to determine the treatment of such dividends, the Participant’s election shall be made by filing with the
Committee the appropriate written direction as provided by the Committee at such time and in accordance with such procedures and limitations which the Committee may from time to time establish; provided, however, that the procedures established by
the Committee shall provide a reasonable opportunity to change the election at least annually, may establish a default election if a Participant fails to make an affirmative election within the time established for making elections, may provide that
the election is applicable for the Plan Year and cannot be revoked with respect to such Plan Year, shall otherwise be implemented in a manner such that the dividends paid or reinvested will constitute “applicable dividends” which may be
deducted under Code Section 404(k), and are in accordance with applicable guidance issued or to be issued by the Secretary of the Treasury. If the Employer elects to give Participants the right to exercise the discretion in this Paragraph
7.2-2(i)(B), the ability to make such election shall be available to the Participant with respect to dividends paid for the entire Plan Year. 
 (ii) On Stock in the Unallocated Stock Fund. Dividends received on shares of Stock held in the Unallocated Stock Fund shall be applied to the repayment of principal and interest then due on the
Stock Obligation used to acquire such shares. If the amount of dividends exceeds the amount needed to repay such principal and interest (including any prepayments of principal and interest deemed advisable by the Employer), then in the sole
discretion of the Committee, the excess shall: (A) be allocated to Active Participants on a non-discriminatory basis, consistent with Section 7.2-2(i) above, and in the discretion of the Committee, treated as a dividend described in such Section, or
(B) be deemed to be general earnings of the Trust Fund and used for paying appropriate Plan or Trust related expenditures for the Plan Year. Notwithstanding the foregoing, dividends paid on a share of Stock may not be used to make payments on a
particular Stock Obligation unless the share was acquired with the proceeds of such loan or a refinancing of such loan. 
 Section 8.
Adjustments to Accounts. 
 8.1 ESOP Allocations. Amounts available for allocation for a particular Plan Year
will be divided into two categories. The first category relates to shares of Stock released from the Unallocated Stock Fund attributable to using cash dividends to make Stock Obligation payments. The second category relates to contributions made by
the Employer, shares of Stock released from the Unallocated Stock Fund on the basis of Employer contributions (or on the basis of the complete repayment of the Stock Obligation through the sale or other disposition of Stock in the Unallocated Stock
Fund) and amounts forfeited from Stock Fund Accounts pursuant to Section 9.5. 
  

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 8.1-1. Shares of Stock attributable to the first category will be allocated
to the Stock Fund Accounts of eligible Participants as follows: 
 (i) first, if dividends paid on shares of
Stock held in Participants’ Stock Fund Accounts are used to make payments on an Stock Obligation, there shall be allocated to each such account a number of shares of Stock released from the Unallocated Stock Fund with a fair market value
(determined as of the Valuation Date coincident with or immediately preceding the loan payment date) that at least equals the amount of dividends so used, 
 (ii) second, if necessary, any remaining shares of Stock shall be applied to reinstate amounts forfeited from Stock Fund Accounts of former employees who are entitled to a reinstatement under Section 9.5,
and 
 (iii) finally, any remaining shares of Stock shall be allocated as a general investment gain in proportion
to the number of shares held in the Active Participants’ Stock Fund Accounts as of the last Valuation Date of the Plan Year for which they are allocated in the same manner as described in Section 7.2-2(i). 
 8.1-2. Shares of Stock or cash attributable to the second category (i.e., Employer contributions, Stock released from the
Unallocated Stock Fund on the basis of Employer contributions, and amounts forfeited) will be allocated to the Stock Fund Accounts or Investment Fund Accounts, as the case may be, pro rata, in proportion to the Plan Compensation of each Active
Participant that was earned by such Participant during the period of the Plan Year in which such person participated in the Plan compared to total Plan Compensation for all Active Participants. 
 8.1-3. Shares of Stock or cash attributable to contributions made under Section 4.1-2 shall be allocated specifically to the
Participants on whose behalf such contributions were made. 
 8.2 Charges to Accounts. When a Valuation Date
occurs, any distributions made to or on behalf of any Participant or Beneficiary since the last preceding Valuation Date shall be charged to the proper Accounts maintained for that Participant or Beneficiary. 
 8.3 Stock Fund Account. Subject to the provisions of Sections 5 and 8.1, as of the last day of each Plan Year, the Trustee
shall credit to each Participant’s Stock Fund Account: (a) the Participant’s allocable share of Stock purchased by the Trustee or contributed by the Employer to the Trust Fund for that year; (b) the Participant’s allocable share of
the Stock that is released from the Unallocated Stock Fund for that year; (c) the Participant’s allocable share of any forfeitures of Stock arising under the Plan during that year; and (d) any stock dividends declared and paid during that year
on Stock credited to the Participant’s Stock Fund Account. 
  

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 If, in any Plan Year during which an outstanding Stock Obligation exists, the Employer
directs the Trustee to sell or otherwise dispose of a number of shares of Stock in the Unallocated Stock Fund sufficient to repay, in its entirety, the Stock Obligations, and following such repayment, there remains Stock or other assets in the
Unallocated Stock Fund, such Stock or other assets shall be allocated as of the last day of the Plan Year in which the repayment occurred as earnings of the Plan to Active Participants, in proportion to the number of shares held in Active
Participants’ Stock Fund Accounts. 
 8.4 Investment Fund Account. Subject to the provisions of Sections 5
and 8.1 as of the last day of each Plan Year, the Trustee shall credit to each Participant’s Investment Fund Account: (a) the Participant’s allocable share of any contribution for that year made by the Employer in cash or in property other
than Stock that is not used by the Trustee to purchase Employer Stock or to make payments due under a Stock Obligation; (b) the Participant’s allocable share of any forfeitures from the Investment Fund Accounts of other Participants arising
under the Plan during that year; (c) any cash dividends paid during that year on Stock credited to the Participant’s Stock Fund Account, other than dividends which are paid directly to the Participant and other than dividends which are used to
repay Stock Obligation; and (d) the share of the net income or loss of the Trust Fund properly allocable to that Participant’s Investment Fund Account, as provided in Section 8.5. 
 8.5 Adjustment to Value of Trust Fund. As of the last day of each Plan Year, the Trustee shall determine: (i) the net worth of
that portion of the Trust Fund which consists of properties other than Stock (the “Investment Fund”); and (ii) the increase or decrease in the net worth of the Investment Fund since the last day of the preceding Plan Year. The net worth of
the Investment Fund shall be the fair market value of all properties held by the Trustee under the Trust Agreement other than Stock, net of liabilities other than liabilities to Participants and their beneficiaries. The Trustee shall allocate to the
Investment Fund Account of each Participant that percentage of the increase or decrease in the net worth of the Investment Fund equal to the ratio which the balances credited to the Participant’s Investment Fund Account bear to the total amount
credited to all Participants’ Investments Fund Accounts. This allocation shall be made after application of Section 7.2, but before application of Sections 8.1, 8.4 and 5.1. 
 8.6 Participant Statements. Each Plan Year, the Trustee will provide each Participant with a statement of his or her Account
balances, and the vested percentage thereof, as of the last day of the Plan Year. 
  

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 Section 9. Vesting of Participants’ Interests. 
 9.1 Vesting in Accounts. A Participant’s vested interest in his Account shall be based on his Vesting Years in accordance
with the following table, subject to the balance of this Section 9: 
  

				
	 Vesting Years
	  	Percentage of
Interest Vested	 
	 Fewer than 1
	  	0	% 
	 1 but fewer than 2
	  	20	% 
	 2 but fewer than 3
	  	40	% 
	 3 but fewer than 4
	  	60	% 
	 4 but fewer than 5
	  	80	% 
	 5 or more
	  	100	% 

 9.2 Computation of Vesting Years. For purposes of this Plan, a
“Vesting Year” means generally a Plan Year in which an Eligible Employee has performed at least 1,000 Hours of Service, beginning with the first Plan Year in which the Eligible Employee has completed an Hour of Service with the Employer,
and including Service with other Employers as provided in the definition of “Service.” Notwithstanding the above, an Eligible Employee who was employed with the Employer prior to the Effective Date shall receive credit for vesting purposes
for each calendar year, up to three years of continuous employment with the Employer in which such Eligible Employee completed 1,000 Hours of Service (such years shall also be referred to as “Vesting Years”). However, a Participant’s
Vesting Years shall be computed subject to the following conditions and qualifications: 
 9.2-1 A
Participant’s Vesting Years shall not include any Service prior to the date on which an Employee attains age 18. 
 9.2-2 To the extent applicable, a Participant’s vested interest in his Account accumulated before five (5) consecutive one year Breaks in Service shall be determined without regard to any Service after such five consecutive Breaks in
Service. Further, if a Participant has five (5) consecutive one year Breaks in Service before his interest in his Account has become vested to some extent, pre-Break in Service years of Service shall not be required to be taken into account for
purposes of determining his post-Break in Service vested percentage. 
 9.2-3 To the extent applicable, in the
case of a Participant who has five (5) or more consecutive one year Breaks in Service, the Participant’s pre-Break in Service will count in vesting of the Employer-derived post-Break in Service accrued benefit only if either: 
 (i) such Participant has any nonforfeitable interest in the accrued benefit attributable to Employer contributions at the
time of severance from employment, or 
  

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 (ii) upon returning to Service the number of consecutive one year Breaks in
Service is less than the number of years of Service. 
 9.2-4 Notwithstanding any provision of the Plan to the
contrary, calculation of service for determining Vesting Years with respect to Qualified Military Service will be provided in accordance with Section 414(u) of the Code. 
 9.2-5 To the extent applicable, if any amendment changes the vesting schedule, including an automatic change to or from a
top-heavy vesting schedule, any Participant with three (3) or more Vesting Years may, by filing a written request with the Employer, elect to have his vested percentage computed under the vesting schedule in effect prior to the amendment. The
election period must begin not later than the later of sixty (60) days after the amendment is adopted, the amendment becomes effective, or the Participant is issued written notice of the amendment by the Employer or the Committee. 
 9.3 Full Vesting Upon Certain Events. 
 9.3-1 Notwithstanding Section 9.1, a Participant’s interest in his Account shall fully vest on the Participant’s
Normal Retirement Date. The Participant’s interest in his or her Account shall also fully vest in the event that his Service is terminated by Disability or by death. Participants who die while performing Qualified Military Service shall be
deemed to be fully vested, in accordance with the HEART Act of 2008. 
 9.3-2 The Participant’s interest in
his Account shall also fully vest in the event of a “Change in Control” of the Bank, or the Company. For these purposes, “Change in Control” shall mean an event of a nature that (i) would be required to be reported in response to
Item 5.01 of the Current Report on Form 8K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); or (ii) results in a Change in Control of the Bank or the Company
within the meaning of the Home Owners’ Loan Act, as amended, and applicable rules and regulations promulgated thereunder as in effect at the time of the Change in Control (collectively, the “HOLA”); or (iii) without limitation such a
Change in Control shall be deemed to have occurred at such time as (a) any “Person” (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Bank or the Company representing 25% or more of the Bank’s or the Company’s outstanding securities except for any securities purchased by the Company’s employee stock
ownership plan or trust; or (b) individuals who constitute the Board on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided, however, that this sub-section (b)
shall not apply if the Incumbent Board is replaced by the appointment by a Federal banking agency of a conservator or receiver for Company or the Bank and, provided further that any person becoming a director subsequent to the date hereof
whose election was approved by a vote of at least two-thirds of the directors comprising the Incumbent Board or whose nomination for election by the Company’s stockholders was approved by the same Nominating Committee serving under an Incumbent
Board, shall be, for purposes of this clause (b), considered as though he were a member of the Incumbent Board; or (c) a reorganization, merger,

  

 23 








 
consolidation, sale of all or substantially all the assets of the Bank or the Company, or similar transaction in which the Bank or Company is not the surviving institution occurs; or (d) a
proxy statement is distributed soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or
similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the Plan are to be exchanged for or converted into cash or property or securities not issued by the Company; or
(e) a tender offer is made for 25% or more of the voting securities of the Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company have tendered or offered to sell their shares
pursuant to such tender offer and such tendered shares have been accepted by the tender offeror. Notwithstanding anything herein to the contrary, the reorganization of the Company by way of a second step conversion shall not be considered a
“Change in Control.” 
 9.3-3 Upon a Change in Control described in 9.3-2, the Plan shall be terminated
and the Plan Administrator shall direct the Trustee to sell a sufficient amount of Stock from the Unallocated Stock Fund to repay any outstanding Stock Obligation in full. The proceeds of such sale shall be used to repay such Stock Obligation. After
repayment of the Stock Obligation, all remaining shares in the Unallocated Stock Fund (or the proceeds thereof, if applicable) shall be deemed to be earnings and shall be allocated in accordance with the requirements of Section 8.3. 

9.4 Full Vesting Upon Plan Termination. Notwithstanding Section 9.1, a Participant’s interest in his Account
shall fully vest upon termination of this Plan or upon the permanent and complete discontinuance of contributions by his Employer. In the event of a partial termination, the interest of each affected Participant shall fully vest with respect to that
part of the Plan which is terminated. A partial termination of the Plan shall be determined by the Internal Revenue Service Commissioner based on the facts and circumstances of the particular case in accordance with Code Section 411(d)(3) and
the Treasury Regulations issued thereunder. 
 9.5 Forfeiture, Repayment, and Restoral. If a Participant’s
Service terminates before his interest in his Account is fully vested, that portion which has not vested shall be forfeited after a one-year Break in Service. If a Participant’s Service terminates prior to having any portion of his Account
become vested, such Participant shall be deemed to have received a distribution of his vested interest immediately upon his termination of Service. 
 If a Participant who has suffered a forfeiture of the nonvested portion of his Account returns to Service before he has five (5) consecutive one-year Breaks in Service, the nonvested portion shall be
restored, provided that, if the Participant had received a distribution of his vested Account balance, the amount distributed shall be repaid prior to such restoral. The Participant may repay such amount at any time within five years after he has
returned to Service. The amount repaid shall be credited to his Account at the time it is repaid; an additional amount equal to that portion of his Account which was previously forfeited shall be restored to his Account at the same time from other
Employees’ forfeitures and, if such forfeitures are insufficient, then from amounts allocated in accordance with Section 8.1-1(ii), and if insufficient, then from a special contribution by his Employer for that year. A Participant who was
deemed to have

  

 24 








 
received a distribution of his vested interest in the Plan shall have his Account restored as of the first day on which he performs an Hour of Service after his return. 
 In addition, if a Participant did not receive a distribution of his vested Account balance but his non-vested Account balance was forfeited
after a one-year Break in Service, such nonvested Account balance shall be restored if the Plan terminates before the Participant has a five-year Break in Service. If the Participant did not receive a distribution of his vested Account balance, any
forfeiture restored shall include earnings that would have been credited to the Account but for the forfeiture. 
 9.6
Accounting for Forfeitures. If a portion of a Participant’s Account is forfeited, Stock allocated to said Participant’s Account shall be forfeited only after other assets are forfeited. If interests in more than one class of
Stock have been allocated to a Participant’s Account, the Participant must be treated as forfeiting the same proportion of each class of Stock. A forfeiture shall be charged to the Participant’s Account as of the first day of the first
Valuation Period in which the forfeiture becomes certain pursuant to Section 9.5. Except as otherwise provided in that Section, a forfeiture shall be added to the contributions of the terminated Participant’s Employer which are to be
credited to other Participants pursuant to Section 4.1 as of the last day of the Plan Year in which the forfeiture becomes certain. 
 9.7 Vesting and Nonforfeitability. A Participant’s interest in his Account which has become vested shall not be forfeited for any reason. 
 Section 10. Payment of Benefits. 
 10.1 Benefits for Participants. For a Participant whose Service ends for any reason, distribution will be made to or for the benefit of the Participant or, in the case of the
Participant’s death, his Beneficiary, by payment in a lump sum or installments, in accordance with Section 10.2. Prior to any such distribution, any Participant entitled to a distribution will receive a form upon which the Participant can
elect the form and manner of such distribution (e.g., whether to receive the distribution directly or transfer such distribution to an individual retirement account or other tax-qualified plan), a special tax notice regarding the consequences of
such distribution, and, if applicable, that the Participant has the right not to consent to a distribution at such time. 
 If a
Participant so desires, he may direct how his benefits are to be paid to his Beneficiary. Notice to the Participant with regard to having the right to elect the manner in which his vested Account balance will be distributed to him may be given up to
180 days before the first day of the first period for which an amount is payable. If a deceased Participant did not file a direction with the Committee, the Participant’s benefits shall be distributed to his Beneficiary in a lump sum.
Notwithstanding any provision to the contrary, if the value of a Participant’s vested Account balance at the time of any distribution does not exceed $1,000, then such Participant’s vested Account shall be distributed, without regard to
whether the Participant consents, in a lump sum within 60 days after the end of the Plan Year in which employment terminates. If the value of a Participant’s vested Account balance is in excess of $5,000, then his benefits shall not be paid
prior to his Normal Retirement Date unless he elects an early payment date in a written election filed with the Committee. A Participant may modify such an election at any time,

  

 25 








 
provided any new benefit payment date is at least 30 days after a modified election is delivered to the Committee. Failure of a Participant to consent to a distribution prior his Normal
Retirement Date shall be deemed to be an election to defer commencement of payment of any benefit under this section. Notwithstanding the foregoing, unless a Participant elects to receive a distribution, the Plan administrator shall transfer
accounts of $1,000 or more, but not exceeding $5,000, in a direct rollover to an individual retirement account designated by the Plan Administrator in accordance with Code Section 401(a)(31)(B) and the Treasury Regulations thereunder. All
distributions of $5,000 or less that are made pursuant to this Section without the Participant’s consent shall be made in cash. 
 10.2 Time for Distribution. 
 10.2-1 A Participant’s Account will be distributed
following his termination of Service, but only at the time and in the manner determined by the Committee. The Committee shall establish a nondiscriminatory written distribution policy which satisfies the requirements of this Section 10, and
such policy may be modified by the Committee from time to time in a nondiscriminatory manner. 
 The following
alternative modes of distribution may be selected by the Committee (after considering the liquid assets of the Company and the Trust): 
 (i) Distribution of a Participant’s Account in a single lump sum; or 
 (ii) Distribution of a Participant’s Account in substantially equal, annual installments over a period not exceeding five years (provided that the period over which installments may be distributed may be extended an additional year (up
to an additional five years) for each $985,000 or fraction thereof by which his Account exceeds $985,000 (as adjusted after 2010 for increases in the cost of living pursuant to Section 409(o)(2) of the Code)); or 
 (iii) Any combination of the foregoing. 
 10.2-2 If the Participant and, if applicable, with the consent of the Participant’s spouse, elects the distribution of
the Participant’s Account balance in the Plan, distribution shall commence no later than one year after the close of the Plan Year in which the Participant severs employment by reason of attainment of Normal Retirement Age under the Plan,
Disability, or death, or which is the fifth Plan Year following the Plan Year in which the Participant otherwise severs employment, except that this clause shall not apply if the Participant is reemployed by the Employer before distribution is
required to begin. Furthermore, the preceding sentence shall not apply to the extent that a Participant’s Account consist of Stock that was acquired pursuant to a Stock Obligation, if the Committee elects to defer distribution of this portion
of the Participants’ Accounts that is attributable to such Stock until the Plan Year following the Plan Year in which the Stock Obligation has been fully repaid. 
 10.2-3 Unless the Participant elects otherwise, the distribution of the balance of a Participant’s Account shall
commence not later than the 60th day after the latest of the close of the Plan Year in which - 
  

 26 








 (i) the Participant attains the age of 65; 
 (ii) occurs the tenth anniversary of the year in which the Participant commenced participation in the Plan; or 
 (iii) the Participant terminates his Service with the Employer. 
 10.2-4 Minimum Distribution Requirements. 
 (i) General Rules. 
 (A) TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions of this Section 10, distributions may be made under a designation made before January 1, 1984, in accordance with
Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (“TEFRA”) and the provisions of the Plan that relate to Section 242(b)(2) of TEFRA. 
 (ii) Time and Manner of Distribution. 
 (A) Required Beginning Date. The Participant’s entire interest will be distributed, or begin to be distributed, to the
Participant no later than the Participant’s Required Beginning Date. 
 (B) Death of Participant before
Distributions Begin. If the Participant dies before distributions begin, the Participant’s entire interest will be distributed, or begin to be distributed, no later than as follows: 
 (I) if the Participant’s surviving spouse is the Participant’s sole Designated Beneficiary, then, distributions to
the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70 1/2, if
later. 
 (II) if the Participant’s surviving spouse is not the Participant’s sole Designated
Beneficiary, then, distributions to the Designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died. 
 (III) if there is no Designated Beneficiary as of September 30 of the year following the year of the Participant’s
death, the Participant’s entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death. 
 (IV) if the Participant’s surviving spouse is the Participant’s sole Designated Beneficiary and the surviving
spouse dies after the Participant but before distributions to the surviving spouse begin, this Section 10.2.4(ii)(B), other than Section 10.2.4(ii)(B)(I), will apply if the surviving spouse were the Participant. 
  

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 For purposes of this Section 10.2.4(ii)(B) and Section 10.2.4(iv), unless
Section 10.2.4(ii)(B)(IV) applies, distributions are considered to begin on the Participant’s Required Beginning Date. If Section 10.2.4(ii)(B)(IV) applies, distributions are considered to begin on the date distributions are required
to begin to the surviving spouse under Section 10.2.4(ii)(B)(I). 
 (C) Forms of Distribution. Unless the
Participant’s interest is distributed in a lump sum on or before the Required Beginning Date, as of the first distribution calendar year distributions will be made in accordance with Sections 10.2.4(iii) and Section 10.2.4(iv). 

(iii) Required Minimum Distributions During Participant’s Lifetime. 
 (A) Amount of Required Minimum Distribution for Each Distribution Calendar Year. During the Participant’s lifetime, the
minimum amount that will be distributed for each Distribution Calendar Year is the lesser of: 
 (I) the quotient
obtained by dividing the Participant’s Account Balance by the distribution period in the Uniform Lifetime Table (as set forth in Section 1.401(a)(9)-9 of the Treasury Regulations), using the Participant’s age as of the
Participant’s birthday in the Distribution Calendar Year; or 
 (II) if the Participant’s sole
Designated Beneficiary for the Distribution Calendar Year is the Participant’s spouse, the quotient obtained by dividing the Participant’s Account Balance by the number in the Joint and Last Survivor Table set forth in
Section 1.401(a)(9)-9 of the Treasury Regulations, using the Participant’s and spouse’s ages as of the Participant’s and spouse’s birthdays in the Distribution Calendar Year. 
 (B) Lifetime Required Minimum Distributions Continue through Year of Participant’s Death. Required minimum distributions
will be determined under this Section 10.2.4 beginning with the first Distribution Calendar Year and up to and including the Distribution Calendar Year that includes the Participant’s date of death. 
 (iv) Required Minimum Distributions After Participant’s Death. 
 (A) Death On or After Date Distributions Begin. 
 (I) Participant Survived by Designated Beneficiary. If the Participant dies on or after the date distributions begin and
there is a Designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s Account Balance by the
longer of the remaining Life Expectancy of the Participant or the remaining Life Expectancy of the Participant’s Designated Beneficiary, determined as follows: 
 The Participant’s remaining Life Expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year. If the Participant’s surviving spouse is
the Participant’s sole Designated Beneficiary, the remaining Life Expectancy of the surviving spouse is calculated for each Distribution Calendar Year after the year of the Participant’s death using the surviving spouse’s age as of
the spouse’s birthday in that year. For Distribution Calendar Years after the year of the surviving spouse’s death, the remaining Life Expectancy of the surviving spouse is calculated using the age of the surviving spouse as of the
spouse’s birthday in the calendar year of the spouse’s death, reduced by one for each subsequent calendar year. 
  

 28 








 If the Participant’s surviving spouse is not the Participant’s sole Designated
Beneficiary, the Designated Beneficiary’s remaining Life Expectancy is calculated using the age of the Beneficiary in the year following the year of the Participant’s death, reduced by one for each subsequent year. 
 (II) No Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is no Designated
Beneficiary as of September 30 of the year after the year of the Participant’s death, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant’s death is the quotient obtained
by dividing the Participant’s Account Balance by the Participant’s remaining Life Expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year. 
 (B) Death before Date Distributions Begin. 
 (I) Participant Survived by Designated Beneficiary. If the Participant dies before the date distributions begin and there is
a Designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s Account Balance by the remaining
Life Expectancy of the Participant’s Designated Beneficiary, determined as provided in Section 10.2.4(iv)(A). 
 (II) No Designated Beneficiary. If the Participant dies before the date distributions begin and there is no Designated Beneficiary as of September 30 of the year following the year of the Participant’s death, distribution of the
Participant’s entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death. 
 (III) Death of Surviving Spouse Before Distributions to Surviving Spouse Are Required to Begin. If the Participant dies
before the date distributions begin, the Participant’s surviving spouse is the Participant’s sole Designated Beneficiary, and the surviving spouse dies before distributions are required to begin to the surviving spouse under
Section 10.2.4(ii)(B)(I), this Section 10.2.4(iv)(B) will apply as if the surviving spouse were the Participant. 
  

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 (iv) Definitions. 
 (A) “Designated Beneficiary.” The individual who is designated as the Beneficiary under the Plan and is the
Designated Beneficiary under Section 401(a)(9) of the Code and Section 1.401(1)(9)-1, Q&A-4 of the Treasury Regulations. 
 (B) “Distribution Calendar Year.” A calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first Distribution Calendar
Year is the calendar year immediately preceding the calendar year which contains the Participant’s required beginning date. For distributions beginning after the Participant’s death, the first Distribution Calendar Year is the calendar
year in which distributions are required to begin under Section 10.2.4(ii)(B). The required minimum distribution for the Participant’s first Distribution Calendar Year will be made on or before the Participant’s required beginning
date. The required minimum distribution for other Distribution Calendar Years, including the required minimum distribution for the Distribution Calendar Year in which the Participant’s required beginning date occurs, will be made on or before
December 31 of that Distribution Calendar Year. 
 (C) “Life Expectancy.” Life Expectancy as
computed by use of the Single Life Table in Section 1.401(a)(9)-9 of the Treasury Regulations. 
 (D)
“Participant’s Account Balance.” The Account balance as of the last Valuation Date in the calendar year immediately preceding the Distribution Calendar Year (valuation calendar year) increased by the amount of any contributions made
and allocated or forfeitures allocated to the Account balance as of dates in the valuation calendar year after the Valuation Date and decreased by distributions made in the valuation calendar year after the Valuation Date. The Account balance for
the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the Distribution Calendar Year if distributed or transferred in the valuation calendar year. 
 (E) “Required Beginning Date.” The Required Beginning Date shall be, with respect to a 5-percent owner (as defined
in Code Section 416), not later than April 1 of the calendar year next following the calendar year in which the Participant attains age 70 1/2, and (2) with respect to all other Participants, the Required Beginning Date shall be not
later than April 1 of the calendar year following the calendar year in which the Participant attains age 70 1/2, or, if later, the year in which the Participant retires. 
  

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 10.3 Marital Status. The Committee, the Plan, the Trustee, and the Employers
shall be fully protected and discharged from any liability to the extent of any benefit payments made as a result of the Committee’s good faith and reasonable reliance upon information obtained from a Participant and his Employer as to his
marital status. 
 10.4 Delay in Benefit Determination. If the Committee is unable to determine the benefits
payable to a Participant or Beneficiary on or before the latest date prescribed for payment pursuant to Section 10.1 or 10.2, the benefits shall in any event be paid within 60 days after they can first be determined, with whatever makeup
payments may be appropriate in view of the delay. 
 10.5 Accounting for Benefit Payments. Any benefit payment
shall be charged to the Participant’s Account as of the first day of the Valuation Period in which the payment is made. 
 10.6 Options to Receive Stock. Unless ownership of virtually all Stock is restricted to active Employees and qualified retirement plans for the benefit of Employees pursuant to the certificates of incorporation or by-laws of
the Employers issuing Stock, a terminated Participant or the Beneficiary of a deceased Participant may instruct the Committee to distribute the Participant’s entire vested interest in his Account in the form of Stock. In that event, the
Committee shall apply the Participant’s vested interest in the Investment Fund to purchase sufficient Stock from the Stock Fund or from any owner of Stock to make the required distribution. In all other cases, other than as specifically set
forth in Section 10.1, the Participant’s vested interest in the Stock Fund shall be distributed in shares of Stock, and his vested interest in the Investment Fund shall be distributed in cash. If Stock acquired with the proceeds of a Stock
Obligation available for distribution consists of more than one class of Stock, the Participant (or Beneficiary, if applicable) must receive substantially the same proportion of each such class. 
 Any Participant who receives Stock pursuant to Section 10.1, and any person who has received Stock from the Plan or from such a
Participant by reason of the Participant’s death or incompetence, by reason of divorce or separation from the Participant, or by reason of a rollover contribution described in Section 402(a)(5) of the Code, shall have the right to require
the Employer which issued the Stock to purchase the Stock for its current fair market value (hereinafter referred to as the “put right”). The put right shall be exercisable by written notice to the Committee during the first 60 days after
the Stock is distributed by the Plan, and, if not exercised in that period, during the first 60 days in the following Plan Year after the Committee has communicated to the Participant its determination as to the Stock’s current fair market
value. However, the put right shall not apply to the extent that the Stock, at the time the put right would otherwise be exercisable, may be sold on an established market in accordance with federal and state securities laws and regulations.
Similarly, the put option shall not apply with respect to the portion of a Participant’s Account which the Employee elected to have reinvested under Code Section 401(a)(28)(B). If the put right is exercised, the Trustee may, if so directed
by the Committee in its sole discretion, assume the Employer’s rights and obligations with respect to purchasing the Stock. Notwithstanding anything herein to the contrary, in the case of a plan established by a bank (as defined in Code
Section 581), the put option shall not apply if prohibited by a federal or state law and Participants are entitled to elect their benefits be distributed in cash. 
  


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 The Employer or the Trustee, as the case may be, may elect to pay for the Stock in equal
periodic installments, not less frequently than annually, over a period beginning not later than 30 days after the exercise of the put right and not exceeding five years, with adequate security and interest at a reasonable rate on the unpaid
balance, all such terms to be set forth in a promissory note delivered to the seller with normal terms as to acceleration upon any uncured default. 
 Nothing contained herein shall be deemed to obligate any Employer to register any Stock under any federal or state securities law or to create or maintain a public market to facilitate the transfer or
disposition of any Stock. The put right described herein may only be exercised by a person described in the second preceding paragraph, and may not be transferred with any Stock to any other person. As to all Stock purchased by the Plan in exchange
for any Stock Obligation, the put right shall be nonterminable. The put right for Stock acquired through a Stock Obligation shall continue with respect to such Stock after the Stock Obligation is repaid or the Plan ceases to be an employee stock
ownership plan. 
 10.7 Restrictions on Disposition of Stock. Except in the case of Stock which is traded on an
established market, a Participant who receives Stock pursuant to Section 10.1, and any person who has received Stock from the Plan or from such a Participant by reason of the Participant’s death or incompetence, by reason of divorce or
separation from the Participant, or by reason of a rollover contribution described in Section 402(a)(5) of the Code, shall, prior to any sale or other transfer of the Stock to any other person, first offer the Stock to the issuing Employer and
to the Plan at the greater of (i) its current fair market value, or (ii) the purchase price offered in good faith by an independent third party purchaser. This restriction shall apply to any transfer, whether voluntary, involuntary, or by
operation of law, and whether for consideration or gratuitous. Either the Employer or the Trustee may accept the offer within 14 days after it is delivered. Any Stock distributed by the Plan shall bear a conspicuous legend describing the right of
first refusal under this Section 10.7, as well as any other restrictions upon the transfer of the Stock imposed by federal and state securities laws and regulations. The Company may require that a Participant entitled to a distribution of Stock
execute an appropriate stock transfer agreement (evidencing the right of first refusal) prior to receiving a certificate for Stock. 
 10.8 Continuing Loan Provisions; Creations of Protections and Rights. Except as otherwise provided in Sections 10.6 and 10.7 and this Section, no shares of Employer Stock held or distributed by the Trustee may be subject to a
put, call or other option, or buy-sell arrangement. The provisions of this Section shall continue to be applicable to such Stock even if the Plan ceases to be an employee stock ownership plan under Section 4975(e)(7) of the Code. 
 10.9 Direct Rollover of Eligible Distribution. A Participant or distributee may elect, at the time and in the manner
prescribed by the Trustee or the Committee, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the Participant or distributee in a direct rollover. 
 10.9-1 An “eligible rollover” is any distribution that does not include: any distribution that is one of a series
of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the Participant and the Participant’s Beneficiary,

  

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or for a specified period of ten years or more; any distribution to the extent such distribution is required under Code Section 401(a)(9); any hardship distribution described in
Section 401(k)(2)(B)(i)(IV) of the Code; and the portion of any distribution that is not included in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities). A portion of a
distribution shall not fail to be an eligible rollover distribution merely because the portion consists of after-tax employee contributions which are not includible in gross income. However, such portion may be transferred only to an individual
retirement account or annuity described in section 408(a) or (b) of the Code, or to a qualified defined contribution plan described in section 401(a) or 403(a) of the Code that agrees to separately accounting for the portion of such
distribution which is includible in gross income and the portion of such distribution which is not so includible. 
 10.9-2 An “eligible retirement plan” is an individual retirement account described in Code Section 408(a), an individual retirement annuity described in Code Section 408(b), a deemed individual retirement account
described in Code Section 408(q), an annuity plan described in Code Section 403(a), a Roth individual retirement account in accordance with Code Section 408A(e), or a qualified trust described in Code Section 401(a), that accepts
the distributee’s eligible rollover distribution. An eligible retirement plan shall also include an annuity contract described in Section 403(b) of the Code and an eligible plan under Section 457(b) of the Code which is maintained by
a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan. 
 10.9-3 A “direct rollover” is a payment by the Plan to the eligible retirement plan specified by the distributee.

 10.9-4 The term “distributee” shall refer to a deceased Participant’s Spouse or a
Participant’s former Spouse who is the alternate payee under a qualified domestic relations order, as defined in Code Section 414(p), and shall include non-spouse Beneficiaries pursuant to Code Section 402(c)(11). 
 10.9-5 The Administrator shall provide Participants or other distributes of eligible rollover distributions with a written
notice designed to comply with the requirements of Code Section 402(f). Such notice shall be provided within a reasonable period of time before making an eligible rollover distribution. Such notice may be provided up to 180 days before the
first day of the first period for which an amount is payable. 
 10.10 Waiver of 30-Day Period After Notice of
Distribution. If a distribution is one to which Sections 401(a)(11) and 417 of the Code do not apply, such distribution may commence less than 30 days after the notice required under Treasury Regulations Section 1.411(a)-11(c) is given,
provided that: 
 (i) the Trustee or Committee, as applicable, clearly informs the Participant that the
Participant has a right to a period of at least 30 days after receiving the notice to consider the decision of whether or not to elect a distribution (and, if applicable, a particular option), and 
  

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 (ii) the Participant, after receiving the notice, affirmatively elects a
distribution. 
 Section 11. Rules Governing Benefit Claims and Review of Appeals. 
 11.1 Claim for Benefits. Any Participant or Beneficiary who qualifies for the payment of benefits shall file a claim for his
benefits with the Committee on a form provided by the Committee. The claim, including any election of an alternative benefit form, shall be filed at least 30 days before the date on which the benefits are to begin. If a Participant or Beneficiary
fails to file a claim by the day before the date on which benefits become payable, he shall be presumed to have filed a claim for payment for the Participant’s benefits in the standard form prescribed by Sections 10.1 or 10.2. 
 11.2 Notification by Committee. Within 90 days after receiving a claim for benefits (or within 180 days, if special
circumstances require an extension of time and written notice of the extension is given to the Participant or Beneficiary within 90 days after receiving the claim for benefits), the Committee shall notify the Participant or Beneficiary whether the
claim has been approved or denied. If the Committee denies a claim in any respect, the Committee shall set forth in a written notice to the Participant or Beneficiary: 
 (i) each specific reason for the denial; 
 (ii) specific references to the pertinent Plan provisions on which the denial is based; 
 (iii) a description of any additional material or information which could be submitted by the Participant or Beneficiary to
support his claim, with an explanation of the relevance of such information; and 
 (iv) an explanation of the
claims review procedures set forth in Section 11.3. 
 11.3 Claims Review Procedure. Within 60 days after a
Participant or Beneficiary receives notice from the Committee that his claim for benefits has been denied in any respect, he may file with the Committee a written notice of appeal setting forth his reasons for disputing the Committee’s
determination. In connection with his appeal the Participant or Beneficiary or his representative may inspect or purchase copies of pertinent documents and records to the extent not inconsistent with other Participants’ and
Beneficiaries’ rights of privacy. Within 60 days after receiving a notice of appeal from a prior determination (or within 120 days, if special circumstances require an extension of time and written notice of the extension is given to the
Participant or Beneficiary and his representative within 60 days after receiving the notice of appeal), the Committee shall furnish to the Participant or Beneficiary and his representative, if any, a written statement of the Committee’s final
decision with respect to his claim, including the reasons for such decision and the particular Plan provisions upon which it is based. 
  

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 Section 12. The Committee and its Functions. 
 12.1 Authority of Committee. The Committee shall be the “plan administrator” within the meaning of ERISA and
shall have exclusive responsibility and authority to control and manage the operation and administration of the Plan, including the interpretation and application of its provisions, except to the extent such responsibility and authority are
otherwise specifically (i) allocated to the Company, the Bank, the Employers, or the Trustee under the Plan and Trust Agreement, (ii) delegated in writing to other persons by the Company, the Bank, the Employers, the Committee, or the
Trustee, or (iii) allocated to other parties by operation of law. The Committee shall have exclusive responsibility regarding decisions concerning the payment of benefits under the Plan. The Committee shall have no investment responsibility
with respect to the Investment Fund except to the extent, if any, specifically provided in the Trust Agreement. In the discharge of its duties, the Committee may employ accountants, actuaries, legal counsel, and other agents (who also may be
employed by an Employer or the Trustee in the same or some other capacity) and may pay their reasonable expenses and compensation. 
 12.2 Identity of Committee. The Committee shall consist of two or more individuals selected by the Bank. Any individual, including a director, trustee, shareholder, officer, or Employee of an Employer, shall be eligible to
serve as a member of the Committee. The Bank shall have the power to remove any individual serving on the Committee at any time without cause upon 10 days written notice, and any individual may resign from the Committee at any time upon 10 days
written notice to the Bank. The Bank shall notify the Trustee of any change in membership of the Committee. 
 12.3 Duties
of Committee. The Committee shall keep whatever records may be necessary to implement the Plan and shall furnish whatever reports may be required from time to time by the Bank. The Committee shall furnish to the Trustee whatever information
may be necessary to properly administer the Trust. The Committee shall see to the filing with the appropriate government agencies of all reports and returns required of the Plan under ERISA and other laws. 
 Further, the Committee shall have exclusive responsibility and authority with respect to the Plan’s holdings of Stock and shall direct
the Trustee in all respects regarding the purchase, retention, sale, exchange, and pledge of Stock and the creation and satisfaction of Stock Obligations. The Committee shall at all times act consistently with the Company’s long-term intention
that the Plan, as an employee stock ownership plan, be invested primarily in Stock. Subject to the direction of the board as to the application of Employer contributions to Stock Obligations, and subject to the provisions of Sections 6.4 and 10.6 as
to Participants’ rights under certain circumstances to have their Accounts invested in Stock or in assets other than Stock, the Committee shall determine in its sole discretion the extent to which assets of the Trust shall be used to repay
Stock Obligations, to purchase Stock, or to invest in other assets to be selected by the Trustee or an investment manager. No provision of the Plan relating to the allocation or vesting of any interests in the Stock Fund or the Investment Fund shall
restrict the Committee from changing any holdings of the Trust, whether the changes involve an increase or a decrease in the Stock or other assets credited to Participants’ Accounts. In determining the proper extent of the Trust’s
investment in Stock, the Committee shall be authorized to employ investment counsel, legal counsel, appraisers, and other agents and to pay their reasonable expenses and compensation. 
  

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 12.4 Valuation of Stock. If the valuation of any Stock is not established by
reported trading on a generally recognized public market, the valuation of such Stock shall be determined by an independent appraiser. For purposes of the preceding sentence, the term “independent appraiser” means any appraiser meeting
requirements similar to the requirements of the regulations prescribed under Section 170(a)(1) of the Code. 
 12.5
Compliance with ERISA. The Committee shall perform all acts necessary to comply with ERISA. Each individual member or employee of the Committee shall discharge his duties in good faith and in accordance with the applicable
requirements of ERISA. 
 12.6 Action by Committee. All actions of the Committee shall be governed by the
affirmative vote of a number of members which is a majority of the total number of members currently appointed, including vacancies. 
 12.7 Execution of Documents. Any instrument executed by the Committee shall be signed by any member of the Committee. 
 12.8 Adoption of Rules. The Committee shall adopt such rules and regulations of uniform applicability as it deems necessary or appropriate for the proper administration and
interpretation of the Plan. 
 12.9 Responsibilities to Participants. The Committee shall determine which
Employees qualify to enter the Plan. The Committee shall furnish to each Eligible Employee whatever summary plan descriptions, summary annual reports, and other notices and information may be required under ERISA. The Committee also shall determine
when a Participant or his Beneficiary qualifies for the payment of benefits under the Plan. The Committee shall furnish to each such Participant or Beneficiary whatever information is required under ERISA (or is otherwise appropriate) to enable the
Participant or Beneficiary to make whatever elections may be available pursuant to Sections 6 and 10, and the Committee shall provide for the payment of benefits in the proper form and amount from the assets of the Trust Fund. The Committee may
decide in its sole discretion to permit modifications of elections and to defer or accelerate benefits to the extent consistent with applicable law and the best interests of the individuals concerned. 
 12.10 Alternative Payees in Event of Incapacity. If the Committee finds at any time that an individual qualifying for
benefits under this Plan is a minor or is incompetent, the Committee may direct the benefits to be paid, in the case of a minor, to his parents, his legal guardian, or a custodian for him under the Uniform Gifts to Minors Act, or, in the case of an
incompetent, to his spouse, or his legal guardian, the payments to be used for the individual’s benefit. The Committee and the Trustee shall not be obligated to inquire as to the actual use of the funds by the person receiving them under this
Section 12.10, and any such payment shall completely discharge the obligations of the Plan, the Trustee, the Committee, and the Employers to the extent of the payment. 
  

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 12.11 Indemnification by Employers. Except as separately agreed in writing,
the Committee, and any member or employee of the Committee, shall be indemnified and held harmless by the Employer, jointly and severally, to the fullest extent permitted by ERISA, and subject to and conditioned upon compliance with 12 C.F.R.
Section 545.121, to the extent applicable, against any and all costs, damages, expenses, and liabilities reasonably incurred by or imposed upon it or him in connection with any claim made against it or him or in which it or he may be involved
by reason of its or his being, or having been, the Committee, or a member or employee of the Committee, to the extent such amounts are not paid by insurance. 
 12.12 Nonparticipation by Interested Member. Any member of the Committee who also is a Participant in the Plan shall take no part in any determination specifically relating to his own
participation or benefits, unless his abstention would leave the Committee incapable of acting on the matter. 
 Section 13. Adoption,
Amendment, or Termination of the Plan. 
 13.1 Adoption of Plan by Other Employers. With the consent of the
Bank, any entity may become a participating Employer under the Plan by (i) taking such action as shall be necessary to adopt the Plan, (ii) becoming a party to the Trust Agreement establishing the Trust Fund, and (iii) executing and
delivering such instruments and taking such other action as may be necessary or desirable to put the Plan into effect with respect to the entity’s Employees. 
 13.2 Plan Adoption Subject to Qualification. Notwithstanding any other provision of the Plan, the adoption of the Plan and the execution of the Trust Agreement are conditioned upon their
being determined initially by the Internal Revenue Service to meet the qualification requirements of Section 401(a) of the Code, so that the Employers may deduct currently for federal income tax purposes their contributions to the Trust and so
that the Participants may exclude the contributions from their gross income and recognize income only when they receive benefits. In the event that this Plan is held by the Internal Revenue Service not to qualify initially under Section 401(a),
the Plan may be amended retroactively to the earliest date permitted by U.S. Treasury Regulations in order to secure qualification under Section 401(a). If this Plan is held by the Internal Revenue Service not to qualify initially under
Section 401(a) either as originally adopted or as amended, each Employer’s contributions to the Trust under this Plan (including any earnings thereon) shall be returned to it and this Plan shall be terminated. In the event that this Plan
is amended after its initial qualification and the Plan as amended is held by the Internal Revenue Service not to qualify under Section 401(a), the amendment may be modified retroactively to the earliest date permitted by U.S. Treasury
Regulations in order to secure approval of the amendment under Section 401(a). 
 13.3 Right to Amend or
Terminate. The Company intends to continue this Plan as a permanent program. However, each participating Employer separately reserves the right to suspend, supersede, or terminate the Plan at any time and for any reason, as it applies to
that Employer’s Employees, and the Company reserves the right to amend, suspend, supersede, merge, consolidate, or terminate the Plan at any time and for any reason, as it applies to the Employees of each Employer. No amendment, suspension,
supersession, merger, consolidation, or termination of the Plan shall (i) reduce any Participant’s or Beneficiary’s proportionate interest in the Trust Fund, (ii) reduce or restrict, either directly or indirectly, the benefit
provided

  

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any Participant prior to the amendment, or (iii) divert any portion of the Trust Fund to purposes other than the exclusive benefit of the Participants and their Beneficiaries prior to the
satisfaction of all liabilities under the Plan. Moreover, there shall not be any transfer of assets to a successor plan or merger or consolidation with another plan unless, in the event of the termination of the successor plan or the surviving plan
immediately following such transfer, merger, or consolidation, each participant or beneficiary would be entitled to a benefit equal to or greater than the benefit he would have been entitled to if the plan in which he was previously a participant or
beneficiary had terminated immediately prior to such transfer, merger, or consolidation. Following a termination of this Plan by the Company, the Trustee shall continue to administer the Trust and pay benefits in accordance with the Plan as amended
from time to time and the Committee’s instructions. 
 Section 14. Miscellaneous Provisions. 
 14.1 Plan Creates No Employment Rights. Nothing in this Plan shall be interpreted as giving any Employee the right to be
retained as an Employee by an Employer, or as limiting or affecting the rights of an Employer to control its Employees or to terminate the Service of any Employee at any time and for any reason, subject to any applicable employment or collective
bargaining agreements. 
 14.2 Nonassignability of Benefits. No assignment, pledge, or other anticipation of
benefits from the Plan will be permitted or recognized by the Employer, the Committee, or the Trustee. Moreover, benefits from the Plan shall not be subject to attachment, garnishment, or other legal process for debts or liabilities of any
Participant or Beneficiary, to the extent permitted by law. This prohibition on assignment or alienation shall apply to any judgment, decree, or order (including approval of a property settlement agreement) which relates to the provision of child
support, alimony, or property rights to a present or former spouse, child or other dependent of a Participant pursuant to a state domestic relations or community property law, unless the judgment, decree, or order is determined by the Committee to
be a qualified domestic relations order within the meaning of Section 414(p) of the Code, as more fully set forth in Section 14.12 hereof. 
 14.3 Nonassignability of Benefits. The liability of the Employer with respect to Participants under this Plan shall be limited to making contributions to the Trust from time to time, in
accordance with Section 4. 
 14.4 Treatment of Expenses. All expenses incurred by the Committee and the
Trustee in connection with administering this Plan and Trust Fund shall be paid by the Trustee from the Trust Fund to the extent the expenses have not been paid or assumed by the Employer or by the Trustee. The Committee may determine that, and
shall inform the Trustee when, reasonable expenses may be charged directly to the Account or Accounts of a Participant or group of Participants to whom or for whose benefit such expenses are allocable, subject to the guidelines set forth in Field
Assistance Bulletin 2003-03, to the extent not superseded, or any successor directive, guidance, or regulations issued by the Department of Labor. 
  

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 14.5 Number and Gender. Any use of the singular shall be interpreted to
include the plural, and the plural the singular. Any use of the masculine, feminine, or neuter shall be interpreted to include the masculine, feminine, or neuter, as the context shall require. 
 14.6 Nondiversion of Assets. Except as provided in Sections 5.2 and 14.12, under no circumstances shall any portion of
the Trust Fund be diverted to or used for any purpose other than the exclusive benefit of the Participants and their Beneficiaries prior to the satisfaction of all liabilities under the Plan. 
 14.7 Separability of Provisions. If any provision of this Plan is held to be invalid or unenforceable, the other provisions of
the Plan shall not be affected but shall be applied as if the invalid or unenforceable provision had not been included in the Plan. 
 14.8 Service of Process. The agent for the service of process upon the Plan shall be the president of the Bank, or such other person as may be designated from time to time by the Bank. 
 14.9 Governing State Law. This Plan shall be interpreted in accordance with the laws of the State of Maryland to the extent
those laws are applicable under the provisions of ERISA. 
 14.10 Employer Contributions Conditioned on
Deductibility. Employer Contributions to the Plan are conditioned on deductibility under Code Section 404. In the event that the Internal Revenue Service shall determine that all or any portion of an Employer Contribution is not
deductible under that Section, the nondeductible portion shall be returned to the Employer within one year of the disallowance of the deduction. 
 14.11 Unclaimed Accounts. Neither the Employer nor the Trustees shall be under any obligation to search for, or ascertain the whereabouts of, any Participant or Beneficiary. The Employer or
the Trustees, by certified or registered mail addressed to his last known address of record with the Employer, shall notify any Participant or Beneficiary that he is entitled to a distribution under this Plan, and the notice shall quote the
provisions of this Section. If the Participant or Beneficiary fails to claim his benefits or make his whereabouts known in writing to the Employer or the Trustees within seven (7) calendar years after the date of notification, the benefits of
the Participant or Beneficiary under the Plan will be disposed of as follows: 
 (i) If the whereabouts of the
Participant is unknown but the whereabouts of the Participant’s Beneficiary is known to the Trustees, distribution will be made to the Beneficiary. 
 (ii) If the whereabouts of the Participant and his Beneficiary are unknown to the Trustees, the Plan will forfeit the benefit, provided that the benefit is subject to a claim for reinstatement if the
Participant or Beneficiary makes a claim for the forfeited benefit. 
 Any payment made pursuant to the power herein conferred
upon the Trustees shall operate as a complete discharge of all obligations of the Trustees, to the extent of the distributions so made. 
  

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 14.12 Qualified Domestic Relations Order. Section 14.2 shall not apply to
a “qualified domestic relations order” defined in Code Section 414(p), and such other domestic relations orders permitted to be so treated under the provisions of the Retirement Equity Act of 1984. Further, to the extent provided
under a “qualified domestic relations order,” a former Spouse of a Participant shall be treated as the Spouse or surviving Spouse for all purposes under the Plan. 
 In the case of any domestic relations order received by the Plan: 
 (i) The Employer or the Committee shall promptly notify the Participant and any other alternate payee of the receipt of such order and the Plan’s procedures for determining the qualified status of domestic relations orders, and

 (ii) Within a reasonable period after receipt of such order, the Employer or the Committee shall determine
whether such order is a qualified domestic relations order and notify the Participant and each alternate payee of such determination. The Employer or the Committee shall establish reasonable procedures to determine the qualified status of domestic
relations orders and to administer distributions under such qualified orders. 
 During any period in which the issue of whether
a domestic relations order is a qualified domestic relations order is being determined (by the Employer or Committee, by a court of competent jurisdiction, or otherwise), the Employer or the Committee shall segregate in a separate account in the
Plan or in an escrow account the amounts which would have been payable to the alternate payee during such period if the order had been determined to be a qualified domestic relations order. If within eighteen (18) months the order (or
modification thereof) is determined to be a qualified domestic relations order, the Employer or the Committee shall pay the segregated amounts (plus any interest thereon) to the person or persons entitled thereto. If within eighteen (18) months
it is determined that the order is not a qualified domestic relations order, or the issue as to whether such order is a qualified domestic relations order is not resolved, then the Employer or the Committee shall pay the segregated amounts (plus any
interest thereon) to the person or persons who would have been entitled to such amounts if there had been no order. Any determination that an order is a qualified domestic relations order which is made after the close of the eighteen (18) month
period shall be applied prospectively only. The term “alternate payee” means any Spouse, former Spouse, child or other dependent of a Participant who is recognized by a domestic relations order as having a right to receive all, or a
portion of, the benefit payable under a Plan with respect to such Participant. 
 14.13 Use of Electronic Media to Provide
Notices and Make Participant Elections. 14.13. Pursuant to Treasury Regulations Section 1.401(a)-21, the Plan may elect to use electronic media to provide notices required to be provided to Participants under the Plan and will accept
elections from Participants communicated to the Plan using such electronic media. 
  

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 Section 15. Top-Heavy Provisions. 
 15.1 Top-Heavy Plan. This Plan is top-heavy if any of the following conditions exist: 
 (i) If the top-heavy ratio for this Plan exceeds sixty percent (60%) and this Plan is not part of any required
aggregation group or permissive aggregation group; 
 (ii) If this Plan is a part of a required aggregation group
(but is not part of a permissive aggregation group) and the aggregate top-heavy ratio for the group of Plans exceeds sixty percent (60%); or 
 (iii) If this Plan is a part of a required aggregation group and part of a permissive aggregation group and the aggregate top-heavy ratio for the permissive aggregation group exceeds sixty percent (60%).

 15.2 Definitions. 
 In making this determination, the Committee shall use the following definitions and principles: 
 15.2-1 The “Determination Date,” with respect to the first Plan Year of any plan, means the last day of that Plan Year, and with respect to each subsequent Plan Year, means the last day of the
preceding Plan Year. If any other plan has a Determination Date which differs from this Plan’s Determination Date, the top-heaviness of this Plan shall be determined on the basis of the other plan’s Determination Date falling within the
same calendar years as this Plan’s Determination Date. 
 15.2-2 A “Key Employee” means any
employee or former employee (including any deceased employee) who at any time during the plan year that includes the determination date was an officer of the employer having annual compensation greater than $160,000 (as adjusted under section
416(i)(1) of the Code), a 5-percent owner of the employer, or a 1-percent owner of the employer having annual compensation of more than $160,000. For this purpose, annual compensation means compensation within the meaning of section 415(c)(3) of the
Code. The determination of who is a key employee will be made in accordance with section 416(i)(1) of the Code and the applicable regulations and other guidance of general applicability issued thereunder. 
 15.2-3 A “Non-key Employee” means an Employee who at any time during the five years ending on the top-heavy
Determination Date for the Plan Year has received compensation from an Employer and who has never been a Key Employee, and the Beneficiary of any such Employee. 
 15.2-4 A “required aggregation group” includes (a) each qualified Plan of the Employer in which at least one
Key Employee participates in the Plan Year containing the Determination Date and (b) any other qualified Plan of the Employer which enables a Plan described in (a) to meet the requirements of Code Sections 401(a)(4) or 410. For purposes of
the preceding sentence, a qualified Plan of the Employer includes a

  

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terminated Plan maintained by the Employer within the period ending on the Determination Date. In the case of a required aggregation group, each Plan in the group will be considered a top-heavy
Plan if the required aggregation group is a top-heavy group. No Plan in the required aggregation group will be considered a top-heavy Plan if the required aggregation group is not a top-heavy group. All Employers aggregated under Code Sections
414(b), (c) or (m) or (o) (but only after the Code Section 414(o) regulations become effective) are considered a single Employer. 
 15.2-5 A “permissive aggregation group” includes the required aggregation group of Plans plus any other qualified Plan(s) of the Employer that are not required to be aggregated but which, when
considered as a group with the required aggregation group, satisfy the requirements of Code Sections 401(a)(4) and 410 and are comparable to the Plans in the required aggregation group. No Plan in the permissive aggregation group will be considered
a top-heavy Plan if the permissive aggregation group is not a top-heavy group. Only a Plan that is part of the required aggregation group will be considered a top-heavy Plan if the permissive aggregation group is top-heavy. 
 15.3 Top-Heavy Rules of Application. 
 For purposes of determining the value of Account balances and the present value of accrued benefits the following provisions shall apply: 
 15.3-1 The value of Account balances and the present value of accrued benefits will be determined as of the most recent
Valuation Date that falls within or ends with the twelve (12) month period ending on the Determination Date. 
 15.3-2 For purposes of testing whether this Plan is top-heavy, the present value of an individual’s accrued benefits and an individual’s Account balances is counted only once each year. 
 15.3-3 The Account balances and accrued benefits of a Participant who is not presently a Key Employee but who was a Key
Employee in a Plan Year beginning on or after January 1, 1984 will be disregarded. 
 15.3-4 Employer
contributions attributable to a salary reduction or similar arrangement will be taken into account. Employer matching contributions also shall be taken into account for purposes of satisfying the minimum contribution requirements of
Section 416(c)(2) of the Code and the Plan. 
 15.3-5 When aggregating Plans, the value of Account balances
and accrued benefits will be calculated with reference to the Determination Dates that fall within the same calendar year. 
 15.3-6 The present values of accrued benefits and the amounts of account balances of an employee as of the determination date shall be increased by the distributions made with respect to the employee
under the plan and any plan aggregated with the plan under Section 416(g)(2) of the Code during the 1-year period ending on the determination date. The preceding sentence shall also apply to distributions under a

  

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terminated plan which, had it not been terminated, would have been aggregated with the plan under Section 416(g)(2)(A)(i) of the Code. In the case of a distribution made for a reason other
than severance from employment, death, or disability, this provision shall be applied by substituting “five (5) year period” for “one (1) year period.” 
 15.3-7 Accrued benefits and Account balances of an individual shall not be taken into account for purposes of determining the
top-heavy ratios if the individual has performed no services for the Employer during the one (1) year period ending on the applicable Determination Date. Compensation for purposes of this subparagraph shall not include any payments made to an
individual by the Employer pursuant to a qualified or non-qualified deferred compensation plan. 
 15.3-8 The
present value of the accrued benefits or the amount of the Account balances of any Employee participating in this Plan shall not include any rollover contributions or other transfers voluntarily initiated by the Employee except as described below.
If this Plan transfers or rolls over funds to another Plan in a transaction voluntarily initiated by the Employee, then this Plan shall count the distribution for purposes of determining Account balances or the present value of accrued benefits. A
transfer incident to a merger or consolidation of two or more Plans of the Employer (including Plans of related Employers treated as a single Employer under Code Section 414), or a transfer or rollover between Plans of the Employer, shall not
be considered as voluntarily initiated by the Employee. 
 15.4 Minimum Contributions. For any Top-Heavy Year,
each Employer shall make a special contribution on behalf of each Participant to the extent that the total allocations to his Account pursuant to Section 4 is less than the lesser of: 
 (i) three percent of his 415 Compensation for that year, or 
 (ii) the highest ratio of such allocation to 415 Compensation received by any Key Employee for that year. For purposes
of the special contribution of this Section 15.2, a Key Employee’s 415 Compensation shall include amounts the Key Employee elected to defer under a qualified 401(k) arrangement. Such a special contribution shall be made on behalf of each
Participant who is employed by an Employer on the last day of the Plan Year, regardless of the number of his Hours of Service, and shall be allocated to his Account. 
 If the Employer maintains a qualified plan in addition to this Plan and more than one such plan is determined to be Top-Heavy, a minimum contribution or a minimum benefit shall be provided in one of such
other plans, including a plan that consists solely of a cash or deferred arrangement which meets the requirements of Section 401(k)(12) of the Code and matching contributions with respect to which the requirements of Section 401(m)(11) of
the Code are met. 
 15.5 Top-Heavy Provisions Control in Top-Heavy Plan. In the event this Plan becomes top-heavy
and a conflict arises between the top-heavy provisions herein set forth and the remaining provisions set forth in this Plan, the top-heavy provisions shall control. 
  

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